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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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. 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect loans to the termination thereof pursuant to Section 4.02(a)). Once repaidBorrower (each, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each a “Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving LoansLoan”) to Borrower, at any time and from time to time on and after any Business Day during the period from the Closing Date until through the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination end of the Closing Date Revolving Commitment of such Revolving Lender Period, in accordance with the terms hereof, each case in an aggregate principal amount at any one time outstanding that will up to but not result in exceeding (i) such ▇▇▇▇▇▇’s Revolving Exposure with respect Commitment and (ii) as to Initial all Lenders, the Total Revolving Loans exceeding Commitment at such ▇▇▇▇▇▇’s 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 Revolving Commitment. Within through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans 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 set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofthis Agreement, the Incremental Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once Loans, once repaid, Incremental Term Loans may not be reborrowed.; and (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of within such Lender limits and subject 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 other terms and conditions of this Agreement Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the settlement of the purchase of one or (ii) excuse more additional Collateral Loans or relieve any Lender from its Commitment distributions to make the Parent. The proceeds of any such Term Loan borrowings shall be retained in the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to the extent not so made by such branch or Affiliateany other purpose.

The Commitments. (a) Subject On and subject to and upon the terms and conditions set forth hereinhereof, including entry of the BCA Approval Order, each Lender Commitment Party agrees, severally (in accordance with an Initial Term Loan its Commitment severally agrees Percentage) and not jointly, to make an Initial Term Loan fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to Borrower in Dollars, which Initial Term Loans fully exercise) all Subscription Rights that are issued to it (ior such managed funds or accounts) shall be incurred by Borrower pursuant to a single drawing on the Closing DateRights Offering, (ii) shalland duly purchase all Rights Offering Units issuable to it pursuant to such exercise, except as hereinafter provided, at in accordance with the option of Borrower, be incurred Rights Offering Procedures and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loansthe Plan; provided that all Initial Term Loans comprising the same Borrowing any Defaulting Commitment Party shall at all times be of the same Typeliable to each Senior Commitment Party that is not a Defaulting Commitment Party, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment Company, as a result of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowedany breach of its obligations hereunder. (b) Subject On and subject to and upon the terms and conditions set forth herein and relying upon hereof, including entry of the representations and warranties herein set forthConfirmation Order, each Revolving Lender with a Closing Date Revolving Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to make revolving credit loans denominated in Dollars purchase (or in one cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowersuch managed funds or accounts), at any time and from time to time on and after the Closing Date until for the earlier applicable aggregate Per Unit Purchase Price, the number of one Business Day prior Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the Initial Maturity Date for Initial Revolving Loans and aggregate number of Unsubscribed Units, rounded among the termination Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Closing Date Revolving Commitment of Parties to purchase such Revolving Lender Unsubscribed Units as described in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (ithis Section 2.2(b) shall be incurred pursuant referred to a single drawing on as the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed“Rights Offering Backstop Commitment”. (d) 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 an Initial Term Loan Commitment severally agrees to make an make, at any time and from time to time on or after the Initial Term Borrowing 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 Borrower in Dollarsthe Borrower, which Initial Term Revolving Loans (i) shall be incurred denominated in the respective Available Currency elected by Borrower pursuant to a single drawing on the Closing DateBorrower, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or LIBO Rate Sterling Denominated Loans; , provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term 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, (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 Initial Term 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, Initial Term this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans may shall not be reborrowedmade (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount. (b) Subject to and upon the terms and conditions set forth herein and relying upon herein, the representations and warranties herein set forth, each Revolving Swingline Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Initial Borrowing Date until the earlier of one Business Day and prior to the Initial Maturity Date for Initial Revolving 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 the termination of the Closing Date Revolving Commitment of such Revolving Lender maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the terms 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 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 that will the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not result in such ▇▇▇▇▇▇’s Revolving Exposure be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇an Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s Closing Date Revolving Commitment. Within the limits set forth above and subject risk with respect to the termsDefaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, conditions including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and limitations set forth herein(ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, Borrower may borrow, pay any other Credit Party or prepay the Required Lenders stating that a Default or an Event of Default exists and reborrow is continuing until such time as the Initial Revolving LoansSwingline 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) Subject On any Business Day, the Swingline Lender may, in its sole discretion, give notice to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Lenders that the Swingline Lender’s outstanding Swingline Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, 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 Loans or LIBO Rate Loans; provided that all Incremental Term Loans of (each such Borrowing, 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“Mandatory Borrowing”) shall not exceed for any be made on the immediately succeeding Business Day by all Lenders pro rata based on each 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 Lender’s RL Percentage (determined before giving effect to any termination of the termination 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 of the Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(b11)). Once repaid, Incremental Term provided that (x) all interest payable on the Swingline Loans may not shall be reborrowedfor 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) Each Lender mayNotwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, at 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 optionPermitted Discretion shall deem necessary or appropriate, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender against the Borrowing Base, including, without limitation, reserves with respect to make such Loan; provided that any exercise of such option shall not (i) affect 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 manner Person to the obligation extent secured by a Lien on, or trust over, any of Borrower the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to repay or pari passu with one or more of the Liens granted in the Security Documents (such Loan 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(p) after the terms Initial Borrowing Date for the purpose of this Agreement re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event the Borrower is unable to comply with (i) the Borrowing Base limitations set forth in Sections 2.01(a) or (ii) excuse the conditions precedent to the making of Revolving Loans or relieve any Lender from its Commitment 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 such Loan Agent Advance to the extent not so 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 such branch or Affiliatethe 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 2.04.

The Commitments. Subject to the terms and conditions set forth herein: (a) Subject each Dollar Lender severally agrees to make Dollar Loans to each Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure with respect to such Borrower exceeding such Lender’s Dollar Subcommitment with respect to such Borrower, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments or (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect for such Borrower; and (b) each Multicurrency Lender severally agrees to make Multicurrency Loans to each Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure with respect to such Borrower exceeding such Lender’s Multicurrency Subcommitment with respect to such Borrower, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect for such Borrower, (iv) the aggregate amount of the Revolving Multicurrency Credit Exposure of all of the Lenders denominated in a Foreign Currency exceeding 50% of the total Commitments hereunder or (v) the aggregate amount of the Revolving Multicurrency Credit Exposure of all of the Lenders denominated in AUD and upon NZD exceeding 20% of the total Commitments hereunder. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving LoansLoans made to such Borrower. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan Commitment Bank severally agrees 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 Borrower, to make an Initial Term Loan loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to Borrower in Dollarssuch Borrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of such Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans, IBOR Loans or LIBO Rate LIBOR Loans; , provided that except as otherwise specifically provided in Section 1.10(b), all Initial Term 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 be made by each not exceed for any Bank at any time outstanding, when added to such Lender in Bank's Percentage of all then outstanding Swingline Loans, that aggregate principal amount which does not exceed equals the Initial Term Loan Commitment of such Lender on Bank at such time and (iv) shall not exceed in the Closing Date (before giving effect aggregate for any Borrower at any time that amount which, when added to the termination thereof pursuant to Section 4.02(a)). Once repaidall Swingline Loans made by such Borrower which remain outstanding, Initial Term 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 and relying upon herein, the representations and warranties herein set forthSwingline Bank may, each Revolving Lender with a Closing Date Revolving Commitment agreesin its sole discretion, severally and not jointly, agree to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and after the Closing Effective Date until the earlier of one Business Day and prior to the Initial Maturity Date for Initial Revolving Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to a Borrower, which Swingline Loans and (i) shall, at the termination option of the Closing Date Revolving Commitment respective Borrower, be made and maintained as Base Rate Loans or IBOR Loans, provided that notwithstanding anything to the contrary in Section 1.09 or elsewhere in this Agreement, only Interest Periods of such Revolving Lender 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 terms provisions hereof, (iii) shall not exceed in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure outstanding, when combined with respect to Initial the aggregate principal amount of all Revolving Loans exceeding then outstanding at such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject time, an amount equal to the termsTotal Commitment at such time (after giving effect to any reductions to the Total Commitment on such date), conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender 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 five Business Days of the making of any incurrence thereofsuch Swingline Loan (provided that any failure to give such notice within such five 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 Incremental Term Loan 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 Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from 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 Incremental Term Loan Lender for such Tranche Bank's Percentage (determined before giving effect to any termination of the termination thereof on such date Commitments pursuant to the last paragraph of Section 4.02(b))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. Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender Bank hereby irrevocably agrees to make such Loan; provided that any exercise of such option shall not 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) affect in any manner that the obligation amount of Borrower to repay such Loan in accordance the Mandatory Borrowing may not comply with the terms of this Agreement or minimum borrowing amount otherwise required hereunder, (ii) excuse any failure to satisfy any conditions specified in Section 5, (iii) any Default or relieve Event of Default existing on such date, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment at such time. In the event that any Lender 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 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 its Commitment the respective Borrower on or after such date and prior to make 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 such Loan termination of the Commitments pursuant to the last paragraph of Section 9), 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 not so made by attributable to the purchased participation, shall be payable to the participant from and after such branch or Affiliatedate 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 set forth herein, each Lender with an Initial a Term B-1 Loan Commitment severally agrees to make an Initial a Term B-1 Loan or Term B-1 Loans to Borrower in Dollarsthe Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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 (iiiiv) 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 repaidrepaid or prepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental a Term B-2 Loan Commitment from time to time severally agrees to make Incremental a Term B-2 Loan or Term B-2 Loans to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Closing Date, (ii) [reserved]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 Incremental Term B-2 Loans of a given Tranche made as part of comprising the same Borrowing shall at all times consist of Incremental Term Loans 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 the 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 on such date pursuant to Section 4.02(b4.02(a)). Once repaidrepaid or prepaid, Incremental Term B-2 Loans may not be reborrowed. (d) 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. Subject to the terms and conditions set forth herein (including Section 2.08(f)): (a) Subject each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and upon in Agreed Foreign Currencies to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Term Lender severally agrees to make Term Loans in Dollars to the Borrower on the Effective Date (and, in connection with an increase of the Term Commitment in accordance with Section 2.08(e), from time to time thereafter) in an aggregate principal amount that will not result in (i) the aggregate principal amount of Term Loans held by such Term Lender exceeding such Term Lender’s Term Commitment, (ii) the aggregate principal amount of all Term Loans held by all Term Lenders exceeding the aggregate Term Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Syndicated Loans. The Borrower may not reborrow any portion of the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedis prepaid. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans of the applicable Tranche and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Revolving Loans. Prior to the Initial Maturity Date for Initial Revolving Loans, all Revolving Loans shall be made on a pro rata basis by 2024 Revolving Lenders and Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans shall be made on a pro rata basis; provided, that on the Non-Extended Maturity Date, any repayments by the Borrower of any Initial Revolving Loans made by an Initial Revolving Lender may be made on a non-pro rata basis with any 2024 Revolving Loans. (c) Subject to and upon the terms and conditions set forth hereinherein and in Amendment No. 5, each Lender with (i) the Additional 2024 Term Loan ▇▇▇▇▇▇ agrees to make a 2024 Term Loan to the Borrower in Dollars on the Amendment No. 5 Effective Date in an Incremental amount not to exceed the amount of its Additional 2024 Term Loan Commitment from time and (ii) each Converted Initial Term Loan of each Amendment No. 5 Consenting Term Lender shall be converted into a 2024 Term Loan of such Lender effective as of the Amendment No. 5 Effective Date in a principal amount equal to time severally agrees the principal amount of such Lender’s Initial Term Loan immediately prior to make Incremental such conversion (or such lesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent). The 2024 Term Loans to Borrower, which Incremental Term Loans shall (ix) shall be incurred by Borrower pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, Amendment No. 5 Effective Date and (iiy) [reserved], (iii) shall, except as hereinafter provided, at the option of 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 Loans; provided that all Incremental 2024 Term Loans of a given Tranche made as part of comprising the same Borrowing shall at all times consist of Incremental Term Loans be of the same Type, and (iv) 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 Revolving Credit Commitments. (i) On the terms and subject to the conditions set forth hereincontained in this Agreement, each Revolving Credit Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the each, a “Initial Revolving LoansLoan”) to Borrower, at any time and the Borrower from time to time on and after any Business Day during the Closing period from the Restatement Effective Date until the earlier of one Business Day prior to the Initial Maturity Revolving Credit Termination Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will for all such loans by such Revolving Credit Lender not result in to exceed such ▇▇▇▇▇▇Lender’s Revolving Exposure with respect Credit Commitment; provided, however, that at no time shall (A) any Revolving Credit Lender be obligated to Initial make a Revolving Loans exceeding Loan in excess of such ▇▇▇▇▇▇Revolving Credit Lender’s Closing Date Ratable Portion of the Maximum Revolving CommitmentCredit and (B) the amount of the Revolving Credit Outstandings plus the Term Outstandings exceed the Maximum Credit. Within the limits set forth above of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1(a)(i). All Existing Revolving Loans shall be deemed to have been made pursuant hereto, and subject from and after the Restatement Effective Date, all Existing Revolving Loans shall continue as Revolving Loans hereunder. (ii) Subject to the terms, conditions and limitations set forth hereinbelow (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower may borrowand the Lenders, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Incremental Term Revolving Loans to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which Incremental Term Loans (i) the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be incurred pursuant secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a single drawing Protective Advance on any one occasion shall not obligate the applicable Incremental Term Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan Borrowing Dateto repay a Protective Advance. At any other time, (ii) [reserved], the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(a)(iii). (iii) shall, except as hereinafter provided, at Upon the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans making of a given Tranche made as part Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the same Borrowing shall at all times consist of Incremental Term Loans of Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the same Typedate, and (iv) shall not exceed for if any, on which any such Incremental Term Loan Revolving Credit Lender at is required to fund its participation in any time of any incurrence thereofProtective Advance purchased hereunder, the Incremental Term Loan Commitment Administrative Agent shall promptly distribute to such Revolving Credit Lender, such Revolving Credit Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedProtective Advance. (d) 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. 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect loans to the termination thereof pursuant to Section 4.02(a)). Once repaidBorrower (each, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each a “Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving LoansLoan”) to Borrower, at any time and from time to time on and after any Business Day during the period from the Closing Date until through the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination end of the Closing Date Revolving Commitment of such Revolving Lender Period, in accordance with the terms hereof, each case in an aggregate principal amount at any one time outstanding that will up to but not result in exceeding (i) such ▇▇▇▇▇▇’s Revolving Exposure with respect Commitment and (ii) as to Initial all Lenders, the Total Revolving Loans exceeding Commitment at such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject time; and (b) each Term Lender severally agrees to make loans to the termsBorrower (each, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow a “Term Loan”) on the Initial Revolving LoansBorrowing Date or, in the case of the Reset Amendment Date Lenders that are Term Lenders, on the Reset Amendment Closing Date, in each case 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. (c) Subject Within such limits and subject to and upon the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofthis Agreement, the Incremental Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once Loans, once repaid, Incremental Term Loans may not be reborrowed. (d) Each Revolving Lender mayseverally agrees, at its option, make any Loan by causing any domestic on the last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or foreign branch or Affiliate (d) of such Lender the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving 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 “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not so made by exceed its Undrawn Commitment. The Borrower shall deposit the proceeds of such branch or AffiliateLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Existing A Term Loan Commitment Bank severally agrees to make an Initial continue, on the Third Restatement Effective Date, the Existing A Term Loans made by such Existing A Term Loan Bank to the Borrower in Dollarspursuant to the Second Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) (such Existing A Term Loans continued as provided above, the "A Term Loans"), which Initial A Term Loans Loans: (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) 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 Loans or LIBO Rate Eurodollar Loans; , provided that except as otherwise specifically provided in Section 1.10(b), all Initial A Term 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 (iiiii) 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 Initial Existing A Term 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, Initial A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Existing B Term Loan Bank severally agrees to continue, on the Third Restatement Effective Date, the Existing B Term Loans made by such Existing B Term Loan Bank to the Borrower pursuant to the Second Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date Revolving Commitment agrees(immediately prior to giving effect thereto) (such Existing B Term Loans continued as provided above, severally and not jointlythe "B Term Loans"), to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies which B Term Loans: (i) except as hereafter provided, shall, at the “Initial Revolving Loans”) to option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all B Term 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 time 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 from time to time outstanding on and after the Closing Third Restatement Effective Date until the earlier of one Business Day (immediately prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits giving effect thereto) as set forth above and subject to the termson Schedule I hereto. Once repaid, conditions and limitations set forth herein, Borrower B Term Loans incurred hereunder may borrow, pay or prepay and reborrow the Initial Revolving Loansnot be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Incremental a C Term Loan Commitment from time to time severally agrees to make Incremental make, on the Third Restatement Effective Date, a term loan (each, a "C Term Loans Loan" and, collectively, the "C Term Loans") to the Borrower, which Incremental C Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (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 into, Base Rate Loans or LIBO Rate Eurodollar Loans; , provided that (x) except as otherwise specifically provided in Section 1.10(b), all Incremental C Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental C Term Loans of the same Type, Type and (ivy) 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 such Incremental Term Loan Lender at any time of any incurrence thereofBank, in initial aggregate principal amount, that amount which equals the Incremental C Term Loan Commitment of such Incremental Term Loan Lender for Bank on such Tranche date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(b2.03(b)). Once repaid, Incremental C Term Loans incurred hereunder may not be reborrowed. (d) Each Lender maySubject 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 its optionthe option of the Borrower, make any Loan by causing any domestic be Base Rate Loans or foreign branch or Affiliate of such Lender to make such LoanEurodollar 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 exercise Bank at any time outstanding that aggregate principal amount which equals the Acquisition Loan Commitment of such option shall 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) affect shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in any manner Section 1.10(b), all A Revolving Loans comprising the obligation same Borrowing shall at all times be of Borrower to repay such Loan the same Type, (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 A RL Percentage and (y) the aggregate amount of all A Letter of Credit Outstandings (exclusive of A Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of A Revolving Loans), equals the Available A Revolving Loan Commitment of such 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 this Agreement 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 Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month (or such shorter period as may be acceptable to the Borrower and the Banks with a B Revolving Loan Commitment), (ii) excuse or relieve may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Lender from its Commitment to make Bank at any such Loan time outstanding that aggregate principal amount which, when added to the extent not so made by product of (x) such branch or AffiliateBank'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), equals the B Revolving Loan Commitment of such Bank at such time.

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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect loans to the termination thereof pursuant to Section 4.02(a)). Once repaidBorrower (each, Initial Term Loans may not be reborrowed. (ba "Revolving Loan") Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after any Business Day during the period from the Closing Date until through the earlier end of the Commitment Period, in each case in an aggregate principal amount at any one Business Day prior time outstanding up to but not exceeding (i) such Revolving Lender's Revolving Commitment and (ii) as to all Revolving Lenders, the Total Revolving Commitment at such time; and (b) each Term Lender severally agrees to make loans to the Initial Maturity Date for Initial Revolving Loans and the termination of Borrower (each, a "Term Loan") on the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereofDate, in an aggregate principal amount at any one time outstanding that will up to but not result in exceeding (i) such ▇▇▇▇▇▇’s Term Lender's Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Each such borrowing of a Revolving Exposure with respect Loan on any single day is referred to Initial herein as a "Revolving Loans exceeding Borrowing"; and each such ▇▇▇▇▇▇’s borrowing of a Term Loan on the Closing Date is referred to herein as a "Term Borrowing". Revolving CommitmentBorrowing and Term Borrowing are referred to herein collectively as "Fundings". Within the such limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofthis Agreement, the Incremental Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once Loans, once repaid, Incremental Term 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) or (d) Each Lender mayof the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, at the "Future Funding Reserve Loan"), but only to the extent that its option, make any Loan by causing any domestic or foreign branch or Affiliate Percentage Share of the Unfunded Amount does not exceed its Undrawn Commitment. The Borrower shall deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount. Notwithstanding any provision herein to the contrary, no Revolving 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 be required to make any such Loan to Revolving Loans after the extent not so made by such branch or Affiliateend of the Commitment Period.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a B Term Loan Commitment severally agrees to make an Initial a B Term Loan or B Term Loans to Borrower in Dollarsthe U.S. Borrower, which Initial B Term Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) 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 Loans or LIBO Rate Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b), all Initial B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) 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 Initial B Term 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, Initial B Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving C Term Loan Commitment agrees, severally and not jointly, agrees to make revolving credit loans a C Term Loan or C Term Loans to the Canadian Borrower, which C Term Loans (i) shall be incurred by the Canadian Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars or in one or more Alternative Currencies U.S. Dollars, (iii) except as hereinafter provided, interest thereon shall, at the “Initial Revolving Loans”) to option of the Canadian 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 C Term Loans comprising the same Borrowing shall at any 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 and from time to time on and after the Closing Date until the earlier of one Business Day this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Maturity Date for 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 termination of same day (with the Closing Date Revolving 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 Loan Commitment of such Revolving Lender in accordance with on the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Borrowing Date Revolving Commitment. Within the limits set forth above and subject (before giving effect to the termstermination thereof pursuant to Section 4.03(b)). Once repaid, conditions and limitations set forth herein, Borrower C Term Loans incurred hereunder may borrow, pay or prepay and reborrow the Initial Revolving Loansnot be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, (i) each Lender with an Incremental Term Loan Commitment from time to time for a given Tranche of Incremental Term Loans severally agrees to make a term loan (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrowerthe Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable respective Incremental Term Loan Borrowing Date, (ii) [reserved]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 Borrowerthe Incremental Term Loan Borrower for such Tranche, be incurred and maintained as, and/or converted into one or more 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 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 (ivv) 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 4.02(b4.03(d)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Subject to and upon the terms and conditions set forth herein, each U.S. Borrower RL Lender mayseverally agrees to make, at its optionany time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, make any Loan by causing any domestic a revolving loan or foreign branch or Affiliate of such Lender revolving loans (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) to make such Loan; provided that any exercise of such option shall not the U.S. Borrower, which U.S. Borrower Revolving Loans (i) affect shall be denominated in any manner U.S. Dollars, (ii) shall, at the obligation 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 repay 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 Loan 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 this Agreement 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) excuse 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 relieve 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 Commitment 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 not so made by attributable to the purchased participation, shall be payable to the participant from and after such branch or Affiliate.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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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 Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term 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, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Date until the earlier of one Business Day and prior to the Initial Revolving Loan Maturity Date for Initial Date, a revolving loan or revolving loans (each, a “Revolving Loan”) to the Borrower, which Revolving Loans and (i) shall be denominated in U.S. Dollars, (ii) shall, at the termination option of the Closing Date Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Commitment Loans comprising the same Borrowing shall at all times be of such Revolving Lender the same Type, (iii) may be repaid and reborrowed in accordance with the terms provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within instance where the limits set forth above and subject incurrence thereof (after giving effect to the terms, conditions 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 limitations set forth herein, Borrower may borrow, pay or prepay (v) shall not be made (and reborrow shall not be required to be made) by any Lender if the Initial 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 LoansLoan Commitment as then in effect. (c) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with an Incremental Term Loan Commitment agrees to make, at any time and from time to time severally agrees on or after the Closing Date and prior to make Incremental Term Loans the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Incremental Term Swingline Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Dateand maintained as Base Rate Loans, (ii) [reserved]shall be denominated in U.S. Dollars, (iii) shallmay be repaid and reborrowed in accordance with the provisions hereof, except (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 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(c), 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. (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 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 Loans or LIBO Rate (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; provided that all Incremental Term . Each Lender hereby irrevocably agrees to make Revolving Loans of a given Tranche made as part 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 same Mandatory RL Borrowing shall at all times consist 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 Incremental Term Loans of the same TypeDefault then exists, and (iv) shall 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 exceed 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 Incremental Term Loan 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 time purchase of any incurrence thereofparticipations pursuant to this sentence is actually made, the Incremental Term 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 Commitment Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14(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 Incremental Term Revolving Loan Lender for such Tranche Maturity Date); provided that, if on the 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 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 Section 4.02(b)). Once repaid, Incremental Term the Extended Revolving Loan Commitments and such Swingline Loans may shall not be reborrowedso required to be repaid in full on the Revolving Loan Maturity Date. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lend▇▇▇▇▇▇’s ’▇ Revolving Exposure with respect to Initial Revolving Loans exceeding such Lend▇▇▇▇▇▇’s ’▇ Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in DollarsBorrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of 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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender Subject 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 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 this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to Term B Loans on the extent not so made by such branch or Affiliate.Amendment No. 2

The Commitments. Subject to the terms and conditions set forth herein (including Section 2.07(f)): (a) Subject each Dollar Lender agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Term Lender agrees to make a Term Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect, provided that such Term Loans may be effected by book entry to the extent such Term Loans were extended to the Borrower under the Existing Credit Agreement and have not been repaid. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect respect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving . The Term Commitment of each Term Lender shall automatically terminate upon such Revolving Term 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving fully funding its Term Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Initial Loans to the Borrower pursuant to a single drawing on the Initial Closing Date, the proceeds of which shall be used solely to purchase Target Shares tendered pursuant to the Tender Offer and to pay fees and expenses in connection with the Transactions and (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and (but not more than two times) after the Initial Closing Date until and including the earlier Availability Termination Date to provide funding for additional consideration, fees and expenses that are then payable or are reasonably expected to be payable in connection with (x) the purchase of one Business Day prior any Target Shares tendered during any subsequent offering period pursuant to the Initial Maturity Date for Initial Revolving Loans Acquisition Documents (if applicable) and (y) the termination consummation of the Closing Merger (it being understood that the remaining Commitments may be drawn in full on or before the Availability Termination Date Revolving Commitment of to provide funding for the above described additional consideration, fees and expenses whether or not such Revolving Lender in accordance with the terms hereofamounts are then due and payable); provided, in an aggregate principal amount at any time outstanding that will not result in after giving effect to each such ▇▇▇▇▇▇’s Revolving Exposure Loan: (a) (i) with respect to Initial Revolving Loans exceeding 3-Year Tranche Loans, the outstanding principal amount of such ▇▇▇▇▇▇3-Year Tranche Loan made by each 3-Year Tranche Lender would not exceed such Lender’s Closing Date Revolving Commitment. Within the limits set forth above and subject 3-Year Tranche Commitment in effect immediately prior to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term making such 3-Year Tranche Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]with respect to 5-Year A Tranche Loans, the outstanding principal amount of such 5-Year A Tranche Loan made by each 5-Year A Tranche Lender would not exceed such Lender’s 5-Year A Tranche Commitment in effect immediately prior to making such 5-Year A Tranche Loan and (iii) shallwith respect to 5-Year B Tranche Loans, except as hereinafter provided, at the option outstanding principal amount of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given such 5-Year B Tranche Loan made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, by each 5-Year B Tranche Lender would not exceed such Lender’s 5-Year B Tranche Commitment in effect immediately prior to making such 5-Year B Tranche Loan and (ivb) shall the aggregate principal amount of all such Loans then outstanding would not exceed for any the Total Commitment in effect immediately prior to making 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 (before giving effect to the termination thereof on such date pursuant to Loans. All Loans shall be denominated in dollars. Any amount borrowed under this Section 4.02(b)). Once repaid, Incremental Term Loans 2.01 and subsequently repaid or prepaid may not be reborrowed. (d) 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, in Section 10, (1) each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agreesParties, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowersubscribe for, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereofSection 1(d)(1), and purchase, in accordance with Section 1(g), the Rights Offering Equity Interests allocated to such Commitment Party in the Rights Offering, in each case at the aggregate purchase price therefor based upon the Per Equity Interest Price; and (2) each of the Backstop Parties, severally and not jointly, agrees to purchase, in accordance with Section 1(g), its Backstop Commitment Percentage of the Unsubscribed Equity Interests at the aggregate purchase price therefor based upon the Per Equity Interest Price. (b) As consideration for the Backstop Commitments and the other undertakings of the Backstop Parties herein, the Company will pay to the Backstop Parties, in the aggregate, on the Effective Date, a nonrefundable aggregate premium in an aggregate principal amount equal to ten percent (10%) of the Rights Offering Amount (the “ Backstop Commitment Premium”), which Backstop Commitment Premium shall be deemed fully earned by the Backstop Parties and nonrefundable and nonavoidable upon the execution of this Agreement, in the form of New Equity Interests (issued or distributed at the Per Equity Interest Price) and which Backstop Commitment Premium shall be allocated among the Backstop Parties pro rata based on each Backstop Party’s Backstop Commitment Percentage; provided that, if the Effective Date does not occur, then the Backstop Commitment Premium shall be payable in the form of the Termination Payment, in cash, to the extent provided in Section 13(e). Each Backstop Party may, in its sole discretion, designate any time outstanding of its Qualified Affiliates to receive some or all of its portion of the Backstop Commitment Premium. The Backstop Commitment Premium shall, subject to entry of the Backstop Commitment Agreement Order (as defined below), constitute an allowed administrative expense of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code, with the priority provided by Section 503(b)(1) of the Bankruptcy Code. For purposes of this Agreement, “Backstop Commitment Agreement Order” means an order of the Bankruptcy Court that will (a) authorizes the Debtors to enter into and perform under this Agreement, including all exhibits and other attachments hereto, pursuant to Section 363 of the Bankruptcy Code, (b) authorizes the Backstop Commitment Premium, the Transaction Expenses (as defined below), the Termination Payment Amount and the indemnification provisions contained in this Agreement and (c) provides that the Backstop Commitment Premium, the Transaction Expenses, the Termination Payment Amount and the indemnification provisions contained herein shall constitute allowed administrative expenses of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code and shall be payable by the Debtors as provided in this Agreement without further order of the Bankruptcy Cou rt. The Backstop Commitment Premium, the Transaction Expenses, the Termination Payment Amount and the indemnification provided herein are integral parts of the transactions contemplated by this Agreement and, without these provisions, the Commitment Parties would not result in such ▇▇▇▇▇▇’s Revolving Exposure have entered into this Agreement. For purposes of this Agreement, “ Qualified Affiliate” means, with respect to Initial Revolving Loans exceeding any Backstop Party or Commitment Party, as applicable, any investment fund, account or other investment vehicle that is controlled, managed, advised or sub-advised by such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the termsBackstop Party or Commitment Party, conditions and limitations set forth hereinas applicable, Borrower may borrowor if such Backstop Party or Commitment Party is an investment fund, pay account or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofother investment vehicle, the Incremental Term Loan Person that controls, manages, advises or sub-advises such Backstop Party or Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaidParty, Incremental Term Loans may not be reborrowedas applicable. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to Borrower in Dollarsthe Borrowers, which Initial Term Loans (i) shall be incurred by Borrower the Borrowers pursuant to a single drawing on the Closing Date, (ii) shallshall 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 Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term 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 and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrowerthe Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan make, at any time and from time to time after the Closing Date and prior to the Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower in DollarsAgent and the other Borrowers, which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall, except as hereinafter provided, at the option of Borrowerthe Borrower Agent, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate ABR Loans or LIBO BSBY Rate Loans; provided that that, except as otherwise specifically provided in this Agreement, all Initial Term Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall may be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to repaid and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender reborrowed in accordance with the terms provisions hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for be made (and shall not be required to be made) by any such Incremental Term Loan Lender at in any time of any instance where the incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche thereof (before after giving effect to the termination use of the proceeds thereof on such the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dthis Agreement) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate would cause the Individual Exposure of such Lender to make exceed the amount of its Revolving Loan Commitment at such Loan; provided that any exercise of such option time and (v) shall not be made (iand shall not be required to be made) affect by any Lender in any manner instance where the obligation incurrence thereof (after giving effect to the use of Borrower the proceeds thereof on the date of the incurrence thereof to repay such any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in accordance with the terms of this Agreement effect or (iiB) excuse or relieve any Lender from its Commitment the Aggregate Exposure to make any exceed the Borrowing Base at such Loan to the extent not so made by such branch or Affiliatetime.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial A Term Loan Commitment severally agrees to make make, on the Restatement Effective Date, a term loan (each, an Initial "A Term Loan Loan" and, collectively, the "A Term Loans") to Borrower in Dollarsthe Borrower, which Initial A Term Loans (i) shall be incurred by Borrower pursuant to made and initially maintained as a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings Borrowing of Base Rate Loans or LIBO (subject to the option to convert such Base Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, pursuant to Section 1.06) and (iiiii) 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 Initial A Term 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, Initial A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender Bank with a Closing Date Revolving B Term Loan Commitment agreesseverally agrees to make, severally and not jointlyon the Restatement Effective Date, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies a term loan (each, a "B Term Loan" and, collectively, the “Initial Revolving "B Term Loans”") to the Borrower, at any time which B Term Loans (i) shall be made and from time to time on and after the Closing Date until the earlier initially maintained as a single Borrowing of one Business Day prior Base Rate Loans (subject to the Initial Maturity Date option to convert such B Term Loans pursuant to Section 1.06) and (ii) shall not exceed for Initial Revolving Loans and any Bank, in initial aggregate principal amount, that amount which equals the termination of the Closing Date Revolving B Term Loan Commitment of such Revolving Lender in accordance with the terms hereofBank 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, in an aggregate principal amount at any time outstanding that will B Term Loans incurred hereunder may not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loansbe reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Incremental Term Acquisition Loan Commitment severally agrees to make, at any time and from time to time severally agrees after the Restatement Effective Date and prior to make Incremental Term Loans the Acquisition Loan Termination Date, a loan or loans (each an "Acquisition Loan" and, collectively, the "Acquisition Loans") to the Borrower, which Incremental Term Acquisition Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (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 Loans or LIBO Rate Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b) all Incremental Term Acquisition Loans of a given Tranche made as part of comprising the same Borrowing shall at all times consist of Incremental Term Loans be of the same Type, Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any such Incremental Term Loan Lender Bank at any time of any incurrence thereof, outstanding that aggregate principal amount which equals the Incremental Term Acquisition Loan Commitment of such Incremental Term Loan Lender for Bank at such Tranche (before time after giving effect to the termination thereof any reductions thereto on or prior to such date pursuant to Section 4.02(b2.03(d)(ii)). Once repaid, Incremental Term Acquisition Loans incurred may not be reborrowedreborrowed prior to the Acquisition Loan Termination Date in accordance with the provisions hereof. (d) Each Lender maySubject 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 loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at its optionthe option of the Borrower, make any Loan by causing any domestic be Base Rate Loans or foreign branch or Affiliate of such Lender to make such LoanEurodollar 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 exercise of Eurodollar Loans incurred on such option shall not date have an Interest Period equal to one month, (iii) affect in any manner the obligation of Borrower to repay such Loan may be repaid and reborrowed in accordance with the terms of this Agreement or provisions hereof, and (iiiii) excuse or relieve shall not exceed for any Lender from its Commitment to make Bank at any such Loan time outstanding that aggregate principal amount which, when added to the extent not so made by product of (x) such branch or AffiliateBank'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 Lender with an Initial Term Loan a 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 an Initial Term Loan a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to Borrower in Dollarsthe Borrower, which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) 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 Loans or LIBO Rate Eurodollar Loans; , provided that except as otherwise specifically provided in Section 1.10(b), all Initial Term 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 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 Adjusted 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 Initial Term 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 (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the Closing Date 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 repaidproceeds of, Initial Term 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 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 and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, BTCo in its individual capacity agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Effective Date until the earlier of one Business Day and prior to the Initial Maturity Date for Initial Revolving 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 the termination of the Closing Date Revolving Commitment of such Revolving Lender maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the terms 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 Lenders then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Commitment at such time (after giving effect to any reductions to the Adjusted Total Commitment on such date) and (iv) shall not exceed in aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving LoansMaximum Swingline Amount. (c) Subject On any Business Day, BTCo may, in its sole discretion, give notice to and 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 terms 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 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 Commitments pursuant to the last paragraph of Section 10) and conditions set forth herein, each the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Lender with an Incremental Term Loan Commitment from time to time severally hereby irrevocably agrees to make Incremental Term Revolving Loans upon one Business Day's notice pursuant to Borrower, which Incremental Term Loans 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) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan amount of the Mandatory Borrowing Datemay not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) [reserved]whether any conditions specified in Section 6 are then satisfied, (iii) shallwhether a Default or an Event of Default then exists, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 exceed 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 Incremental Term Loan Lender at hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any time of any incurrence thereof, payments received from the Incremental Term Loan Commitment of Borrower on or after such Incremental Term Loan Lender for date and prior to such Tranche 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 termination thereof on such date Commitments pursuant to the last paragraph of Section 4.02(b10)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 (x) all interest payable on the Swingline Loans shall be for the account of such option shall not (i) affect in any manner BTCo until the obligation date as of Borrower which the respective participation is required 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 be purchased and, to the extent not so made by attributable to the purchased participation, shall be payable to the participant from and after such branch or Affiliatedate 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Term SOFR Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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) (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 an Initial a New Replacement Term B-21 Loan Commitment severally agrees to make an Initial a term loan or term loans (a “Term B-2to the Borrower (and together with each Converted Term B-1 Loan established pursuant to Borrower in Dollarsclause (y) below, a “Replacement Term B-1 Loan” and, collectively, the “Replacement Term B-21 Loans”) to the Borrowerequal to its New Replacement Term B-1 Loan Commitment on the Amendment No. 1 Effective Date, which Initial 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 Borrower pursuant to a single drawing on the Closing Amendment No. 12 Effective Date, (iiB) shallshall be denominated in Dollars, (C) 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 Loans or LIBO Rate LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Replacement Term B-21 Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iiiD) 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 Initial New Replacement Term 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, Initial prepaid, repurchased, refinanced or replaced, Replacement Term B-21 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan Commitment Bank severally agrees to make an Initial Term Loan make, at any time and from time to Borrower in Dollarstime on or after the Effective Date and prior to the Final Maturity Date, a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more Borrowers, which Initial Term Loans Revolving Loans: (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of the requesting Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of either Base Rate Loans or LIBO Rate Eurocurrency Loans; , provided that all Initial Term Revolving Loans comprising made as part of the same Borrowing shall at all times shall, unless otherwise specifically provided herein, be of the same Type; (ii) may be in Dollars or Eurocurrencies, and 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 Initial Term 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 repaid; and (v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, Initial Term 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 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 and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, ABN AMRO in its individual capacity agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Effective Date until the earlier of one Business Day and prior to the Initial Maturity Date Swingline Expiry Date, a loan or loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Company, which Swingline Loans (i) shall be made and maintained in Dollars as Base Rate Loans or at a fixed rate (for Initial Revolving Loans a period not to exceed 30 days) as quoted by ABN AMRO and acceptable to the termination of the Closing Date Revolving Commitment of such Revolving Lender Company (each an "Offered Rate Loan"), (ii) may be repaid and reborrowed in accordance with the terms provisions hereof, (iii) shall not exceed in an 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 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 proceeds of, and simultaneously with the incurrence of, the Swingline Loan then being incurred), equals the 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 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 result 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 such ▇▇▇▇▇▇’s Revolving Exposure 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 Initial Revolving Loans exceeding the Bank which is the subject of such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within Bank Default, including by cash collateralizing such Bank's Percentage of the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving 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 on the immediately succeeding Business Day by all Banks (without giving effect to any reductions of the Commitments pursuant to the last paragraph of Section 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. 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 satisfied, (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 hereinherein and in or pursuant to the applicable Local Currency Documentation, each Lender Bank with an Incremental Term Loan 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 severally agrees on or after the Effective Date and prior to make Incremental Term Loans to Borrower, which Incremental Term Loans the Final Maturity Date (i) shall or such shorter period as may be incurred specified in or pursuant to a single drawing on the applicable Incremental Term Loan Borrowing DateLocal Currency Documentation), a loan or loans (iieach, a "Local Currency Loan" and, collectively, the "Local Currency Loans") [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into to one or more Borrowings of Base Rate Subsidiary Borrowers or the Company, as applicable, specified in the applicable Local Currency Documentation, which Local Currency Loans or LIBO Rate Loans; provided that 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 (ivA) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofhave an Original Dollar Amount exceeding the Local Currency Commitment specified in the applicable Local Currency Documentation, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans B) may not be reborrowed. (d) 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 repaid and reborrowed in accordance with the terms provisions hereof and of this Agreement 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 (ii) excuse or relieve any Lender from its Commitment to make any such Loan prior to the extent 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 so made 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 branch 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. 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect loans to the termination thereof pursuant to Section 4.02(a)). Once repaidBorrower (each, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each a “Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving LoansLoan”) to Borrower, at any time and from time to time on and after any Business Day during the period from the Closing Date until through the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination end of the Closing Date Revolving Commitment of such Revolving Lender Period, in accordance with the terms hereof, each case in an aggregate principal amount at any one time outstanding that will up to but not result in exceeding (i) such ▇▇▇▇▇▇’s Revolving Exposure with respect Commitment and (ii) as to Initial all Lenders, the Total Revolving Loans exceeding Commitment at such ▇▇▇▇▇▇’s 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 Revolving Commitment. Within until the Term Commitment Termination Date (if applicable), in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans 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 set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofthis Agreement, the Incremental Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once Loans, once repaid, Incremental Term Loans may not be reborrowed.; and (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of within such Lender limits and subject 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 other terms and conditions of this Agreement Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the settlement of the purchase of one or (ii) excuse more additional Collateral Loans or relieve any Lender from its Commitment distributions to make the Parent. The proceeds of any such Term Loan borrowings shall be retained in the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to the extent not so made by such branch or Affiliateany other purpose.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans of the applicable Tranche and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. Prior to the Initial Maturity Date for Initial Revolving Loans. , all Revolving Loans shall be made on a pro rata basis by 2024 Revolving Lenders and Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans shall be made on a pro rata basis; provided, that on the Non-Extended Maturity Date, any repayments by the Borrower of any Initial Revolving Loans made by an Initial Revolving Lender may be made on a non-pro rata basis with any 2024 Revolving Loans. (c) Subject to and upon the terms and conditions set forth hereinherein and in Amendment No. 5, each Lender with (i) the Additional 2024 Term Loan ▇▇▇▇▇▇ agrees to make a 2024 Term Loan to the Borrower in Dollars on the Amendment No. 5 Effective Date in an Incremental amount not to exceed the amount of its Additional 2024 Term Loan Commitment from time and (ii) each Converted Initial Term Loan of each Amendment No. 5 Consenting Term Lender shall be converted into a 2024 Term Loan of such Lender effective as of the Amendment No. 5 Effective Date in a principal amount equal to time severally agrees the principal amount of such Lender’s Initial Term Loan immediately prior to make Incremental such conversion (or such lesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent). The 2024 Term Loans to Borrower, which Incremental Term Loans shall (ix) shall be incurred by Borrower pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, Amendment No. 5 Effective Date and (iiy) [reserved], (iii) shall, except as hereinafter provided, at the option of 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 Loans; provided that all Incremental 2024 Term Loans of a given Tranche made as part of comprising the same Borrowing shall at all times consist of Incremental Term Loans be of the same Type, and (iv) 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 . The initial Interest Period with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan respect to the extent not so made by such branch or Affiliate2024 Term Loans (the “Initial Interest Period”) shall commence on the Amendment No. 5 Effective Date and end on September 30, 2024.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) Each Subject to and upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender may, at 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 option, make any Additional Term B Loan by causing any domestic or foreign branch or Affiliate 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 make such Loan; provided that any exercise the principal amount of such option 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 not initially take the form of two Borrowings as follows: (ix) affect a LIBO Rate Borrowing in any manner the obligation aggregate amount of Borrower to repay $505,000,000 with an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.00% per annum for such Loan Interest Period and (y) a LIBO Rate Borrowing in accordance the aggregate amount of $1,740,000,000 with the terms an Interest Period expiring on May 2, 2017 for a LIBO Rate of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any 1.039% per annum for such Loan to the extent not so made by such branch or AffiliateInterest Period.

The Commitments. Subject to the terms and conditions set forth herein: (a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each Term Lender severally agrees to make or continue a Term Loan in Dollars to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect respect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving . The Term Commitment of each Term Lender shall automatically terminate upon such Revolving Term 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving fully funding its Term Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan a Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter providedmake, at the option of Borrower, be incurred par and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and or after the Closing Initial Borrowing Date until the earlier of one Business Day and on or prior to the Merger Closing Date, a loan or loans (each, an “Initial Maturity Date for Loan” and, collectively, the “Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject Loans”) to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Initial Loans (i) shall be denominated in Dollars and (ii) shall not be incurred 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 a single drawing 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 (each, an “Extended Loan” and, collectively, the “Extended Loans”) in an aggregate principal amount equal to 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 applicable Incremental Term Loan Borrowing Initial Maturity Date, if (i) there then exists any Default or Event of Default under Section 12(h) or 12(i), (ii) [reserved], 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) shallthe Merger Closing Date did not occur on or prior to October 15, except as hereinafter provided2010. It is understood and agreed that Loans may also, at the option of Borrowerthe Lenders as provided in Section 10.15, be incurred required to be Exchanged for Exchange Notes in accordance with the requirements of Section 10.15. All Extended Loans and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing Exchange Notes shall at all times consist of Incremental Term Loans of the same Type, and be denominated in Dollars. (ivc) 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (d) 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 hereinherein and in the Amendment and Restatement Agreement No. 1, each Lender with an Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Commitment Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to Borrower (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in Dollarsthe principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, which substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in U.S. Dollars, (ii) shallshall be, 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 SOFR 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, Type and (iii) shall be made by each such Lender in that aggregate principal amount which does did not exceed the Initial Term Loan Commitment of such Lender on the Closing First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrowerthe Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead 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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) 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 the Borrowers 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. (i) Subject to and upon the terms and conditions set forth herein and in Amendment No. 1, each Lender with a 2021 Incremental Term Loan Commitment severally agrees to make a 2021 Incremental Term Loan to the Borrowers, which 2021 Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the Amendment No. 1 Effective Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans; provided that except as otherwise specifically provided in Section 2.10(b), all 2021 Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall not exceed for any such 2021 Incremental Term Loan Lender at any time of any incurrence thereof, the 2021 Incremental Term Loan Commitment of such 2021 Incremental Term Loan Lender on the Amendment No. 1 Effective Date (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (ii) On December 31, 2021 (after giving effect to the mandatory payment of Initial Term Loans (other than 2021 Incremental Term Loans) pursuant to Section 5.02(a) on the last Business Day of December 2021), all 2021 Incremental Term Loans outstanding at such time shall be automatically, without any action or consent of any party to this Agreement, converted into Initial Term Loans (the date of such conversion, the “2021 Incremental Term Loans Conversion Date”), shall constitute part of, and be added to, the Initial Term Loans (including as to maturity) outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date and the Initial Term Loans and 2021 Incremental Term Loans shall collectively comprise a single fungible Tranche of Term Loans. On the 2021 Incremental Term Loans Conversion Date, notwithstanding anything to the contrary set forth in Section 2.09, 2021 Incremental Term Loans shall be added to (and form part of) each Borrowing of Initial Term Loans outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender holding such Incremental Term Loans on and after the 2021 Incremental Term Loans Conversion Date participates in each outstanding Borrowing of Initial Term Loans (after giving effect to the conversion of 2021 Incremental Term Loans pursuant to this Section 2.01(d)) on a pro rata basis.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans, which revolving loans shall be made and maintained in Dollars (each a “Dollar Revolving Loan” and, collectively, the “Dollar Revolving Loans”) to the U.S. Borrower, and (y) each Alternate Currency RL Lender with an Initial Term Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency Revolving Loan Borrower(s) under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an Initial Term “Alternate Currency Revolving Loan “ and, collectively, the “Alternate Currency Revolving Loans “) (with the revolving loans made to Borrower in Dollarsthe various Borrowers pursuant to this Section 2.01 being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Initial Term Loans Revolving Loans: (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter providedin the case of Dollar Revolving Loans, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Eurodollar Loans; , provided that except as otherwise specifically provided herein, all Initial Term Dollar Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed., (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter providedin the case of Alternate Currency Revolving Loans, be made and maintained in the respective Alternate Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that all Canadian Revolving Loans shall, at the option of the respective Canadian Revolving Loan Borrower, be incurred and maintained as, and/or converted into one or more Borrowings made by each Canadian Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by means of Base (x) Canadian Prime Rate Loans in Canadian Dollars or LIBO Rate Loans; (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided that all Incremental Term Loans for herein and in Schedule III hereto (the terms and conditions of a given Tranche made as part of the same Borrowing which shall at all times consist of Incremental Term Loans of the same Typebe deemed incorporated by reference into this Agreement), and provided, further, that only the Canadian Revolving Loan Borrowers shall be entitled to obtain Revolving Loans in Canadian Dollars, the Canadian Revolving Loan Borrowers shall only be entitled to obtain Revolving Loans in Canadian Dollars, and the U.S. Subsidiary Borrower shall only be entitled to obtain Euro Revolving Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any such Incremental Term Loan Lender Alternate Currency RL Lender, be made at any time if, at the time of making any incurrence thereofsuch Alternate Currency Revolving Loans and after giving effect thereto, (A) the Incremental Term Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Incremental Term Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time, or (B) the Aggregate Individual Alternate Currency Credit Exposure of all Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment Sub-Limit relating to such Alternate Currency Revolving Loan Sub-Tranche, (v) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment at such time, (vi) shall not, in the case of Dollar Revolving Loans, be made at any time if, at the time of making any such Dollar Revolving Loan and after giving effect thereto, (A) the Aggregate U.S. Revolving Exposure exceeds the Total U.S. Revolving Loan Sub-Commitment at such time or (B) subject to Section 2.08(b), for any Lender, such Lender’s Dollar Percentage of the Aggregate U.S. Revolving Exposure exceeds the U.S. Revolving Loan Sub-Commitment of such Lender at such time, (vii) shall not, in the case of all Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed (A) $300,000,000, so long as the Leverage Ratio is equal to or greater than 7.00:1:00, and (B) $600,000,000, so long as such Leverage Ratio is less than 7.00:1:00, plus, in each case, any amounts under Additional Revolving Loan Commitments (as determined pursuant to Section 2.16(b)); provided, however, that, except as set forth in Section 5.02(a)(iii), the limitations contained in this clause (vii) shall apply only at the time of any Credit Event and in no event shall such limitations require any Borrower to prepay any Revolving Loan for which the conditions contained in this clause (vii) were satisfied at the time such Tranche Revolving Loan was incurred, and provided, further, that for purposes of calculating the Leverage Ratio pursuant to this clause (before vii) the Leverage Ratio shall be computed for the most recently ended Test Period (calculated on a Pro Forma Basis as if the date of the Credit Event were the Determination Date, and after giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate applications of proceeds of such Lender to make such Loan; provided that any exercise of such option shall not Credit Event (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 but only to the extent that such procceds are applied within thirty (30) days of the date of such Credit Event)), and (viii) shall not, in the case of Alternate Currency Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Alternate Currency Revolving Credit Exposure would exceed the Maximum Alternative Currency Revolving Loan Sub-Commitment at such time. Notwithstanding the foregoing, in the event a Lender Default exists, the Canadian Lenders shall not so made by be required to make Canadian Revolving Loans unless the Canadian Lenders have entered into arrangements satisfactory to them and the U.S. Borrower to eliminate the Canadian Lenders’ risk with respect to the participation arrangements set forth in Section 2.17 of the Defaulting Lender or Lenders, which may include cash collateralizing such branch Defaulting Lender’s or AffiliateLenders’ RL Percentage of the outstanding Canadian Revolving Loans. All Canadian Revolving Loans shall constitute the several, and not joint or joint and several, obligations of the Canadian Revolving Loan Borrowers.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars(and not jointly) agrees, which Initial Term Loans during the Availability Period (i) shall be incurred by Borrower pursuant to a single drawing on make, Convert and Continue Dollar Loans to the Closing DateCompany as the Company may request, and (ii) shall, except to make and Continue Foreign Currency Loans to the Company or any Foreign Borrower as hereinafter the Company or such Foreign Borrower may request; provided, at however, that in each case: (A) for any Lender, the option sum of Borrower(1) the aggregate LC Exposure of such Lender, be incurred and maintained as, and/or converted into, one or more Borrowings (2) the aggregate principal amount of Base Rate all Dollar Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Typemade by such Lender, and (iii3) 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 Initial Term 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, Initial Term Loans may not be reborrowed2.11. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, Committed Loans made by each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in shall be evidenced by one or more Alternative Currencies loan accounts or records maintained by such Lender in 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 “Initial Revolving Loans”) schedules annexed to Borrowerits Committed Loan Note the date, at any time amount and from time to time on and after the Closing Date until the earlier maturity of one Business Day prior to the Initial Maturity Date for Initial Revolving its Committed Loans and the termination payments with respect thereto.) Such loan accounts, records or Notes shall be conclusive absent manifest error of the Closing Date Revolving Commitment amount of such Revolving Lender Committed Loans and payments thereon. Any failure so to record or any error in accordance with doing so shall not, however, limit or otherwise affect the terms hereof, in an aggregate principal obligation of any Credit Party to pay any amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure owing with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Committed Loans. (c) Subject to Unless the Administrative Agent and upon the terms and conditions set forth hereinRequisite Lenders otherwise consent, each Lender Loans with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) no more than 15 different Interest Periods shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, outstanding at the option of Borrower, be incurred and maintained as, and/or converted into any one or more Borrowings of Base Rate Loans or LIBO Rate Loanstime; provided that all Incremental Term Loans of a given Tranche made as part of for the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 purposes 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 Affiliatesentence 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate RateTerm SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate RateTerm SOFR Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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. (ai) Subject to and upon the terms and conditions set forth hereinherein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender with severally agreed to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agreed to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment severally agrees to make an on the First Restatement Effective Date. The Borrowers prepaid the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers paid to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan to Borrower Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in Dollars, which respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in U.S. Dollars, (ii) shallshall be, 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 SOFR 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, Type and (iii) shall be made by each such Lender in that aggregate principal amount which does did not exceed the Initial Term Loan Commitment of such Lender on the Closing First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (bii) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthin Amendment No. 3, each Revolving Rollover Term B-2 Lender with severally agrees to exchange its 2024 Exchanged Term Loans for a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate like principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving of Term B-2 Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitmenton the Amendment No. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) 3 Effective Date. Subject to and upon the terms and conditions set forth hereinherein and in Amendment No. 3, each Additional Term B-2 Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental an Additional Term Loans to Borrower, B-2 Loan (which Incremental Term Loans (i) shall be incurred pursuant considered an increase to a single drawing (and part of) the Term B-2 Loans) to the Lead Borrower on the applicable Incremental Amendment No. 3 Effective Date in the principal amount equal to its Additional Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at B-2 Commitment on the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b))Amendment No. Once repaid, Incremental Term Loans may not be reborrowed. (d) 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.3

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial A Term Loan Commitment severally agrees to make a term loan or term loans (each, an Initial “A Term Loan Loan” and, collectively, the “A Term Loans”) to Borrower in Dollarsthe U.S. Borrower, which Initial A Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shallshall 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, one or more Borrowings of Base Rate Loans or LIBO Rate LIBOR Loans; , provided that except as otherwise specifically provided in Section 2.10(b), all Initial A Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iiiiv) shall be made by each such Lender in that an aggregate principal amount which does not exceed the Initial A Term 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, Initial A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving B Term Loan Commitment agrees, severally and not jointly, agrees to make revolving credit a term loan or term loans denominated in Dollars or in one or more Alternative Currencies (each, a “B Term Loan” and, collectively, the “Initial Revolving B Term Loans”) to the U.S. Borrower, at any time and from time which B Term Loans (i) shall be incurred pursuant to time a single drawing on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the termination option of the Closing Date Revolving Commitment 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 Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will which does not result in exceed the B Term Loan Commitment of such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Lender on the Initial Revolving LoansBorrowing Date. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term a Revolving Loan Commitment severally agrees to make, at any time and from time to time severally agrees on or after the Initial Borrowing Date and prior to make Incremental Term Loans the 2017 Revolving Loan Maturity Date, (x) a revolving loan or revolving loans to Borrowerthe U.S. Borrower (each, which Incremental Term Loans 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 pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, made and maintained in an Available Currency; (ii) [reserved], (iii) shall, except as hereinafter hereafter provided, shall, at the option of the applicable Borrower, be incurred and maintained as, and/or converted into into, one or more Borrowings of (x) Base Rate Loans, Canadian Prime Rate Loans, LIBOR Loans or LIBO Canadian CDOR Rate Loans; provided that that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term Revolving Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Revolving Loans of the same Type, ; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed for be made (and shall not be required to be made) by any such Incremental Term Loan Lender at in any time of any instance where the incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche thereof (before after giving effect to the termination use of the proceeds thereof on such 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 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 4.02(b))2.01(c) shall be made pro rata between the 2016 Revolving Loan Commitments and the 2017 Revolving Loan Commitments. Once repaidAny 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, Incremental Term Loans may not be reborrowedrespectively, in proportion to the relative amounts of such Revolving Lender’s 2016 Revolving Loan Commitment and 2017 Revolving Loan Commitment, respectively. (d) Each Subject to and upon the terms and conditions set forth herein, the Swingline Lender mayagrees to make, at its optionany time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, make (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 Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Canadian Borrower (each, a “Canadian Borrower Swingline Loan; provided that any exercise of such option shall not ” and, together with the U.S. Borrower Swingline Loans, the “Swingline Loans”), which Swingline Loans: (i) affect shall be incurred and maintained in any manner the obligation of Borrower to repay such Loan 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 terms 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 date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement 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 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) excuse whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or relieve 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 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 its Commitment the Borrowers on or after such date and prior to make 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 such 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 made by required to be repaid in full on such branch or Affiliateearliest maturity date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, : (a) each Dollar Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower Syndicated Loans in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect Dollars to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and Borrower from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of during such Revolving Lender in accordance with the terms hereof, Dollar Lender’s Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments at such time, (iii) the sum of the aggregate Revolving Credit Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving Exposure exceeding the aggregate Commitments at such time, or (iv) the sum of the Covered Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect; and (b) each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to time during such Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇Lender’s Closing Date Multicurrency Commitment, (ii) the aggregate Revolving CommitmentMulticurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments at such time, (iii) the sum of the aggregate Revolving Credit Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving Exposure exceeding the aggregate Commitments at such time or (iv) the sum of the Covered Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect. Within the foregoing limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrowerthe Borrower may borrow, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred prepay and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate reborrow Syndicated Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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, : (a) each Revolving Dollar Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower Revolving Loans in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect Dollars to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and Borrower from time to time on and after during the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, applicable Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Revolving Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Revolving Dollar Lenders exceeding the Revolving Dollar Commitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Dollar Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Dollar Lenders and the 2028 Revolving Dollar Lenders; (b) each Revolving Multicurrency Lender severally agrees to make Revolving Multicurrency Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure with respect exceeding such Revolving Lender’s Revolving Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Revolving Multicurrency Lenders exceeding the Revolving Multicurrency Commitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to Initial the 2027 Revolving Multicurrency Commitment Termination Date, such Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date will be made on a pro rata basis as between the 2027 Revolving Commitment. Within Multicurrency Lenders and the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial 2028 Revolving Loans.Multicurrency Lenders; (c) Subject [reserved]; and (d) the Borrower may reallocate all or a portion of any Lender’s 2027 Revolving Dollar Commitments to 2027 Revolving Multicurrency Commitments, all or a portion of any Lender’s 2027 Revolving Multicurrency Commitments to 2027 Revolving Dollar Commitments, all or a portion of any Lender’s 2028 Revolving Dollar Commitments to 2028 Revolving Multicurrency Commitments or all or a portion of any Lender’s 2028 Revolving Multicurrency Commitments to 2028 Revolving Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and upon with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to (x) the 2027 Revolving Commitment Termination Date or 2028 Revolving Commitment Termination Date, as applicable, or (y) any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s applicable Revolving Dollar Commitments or Revolving Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Revolving Multicurrency Commitments or Revolving Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Revolving Dollar Loans and/or Revolving Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Revolving Dollar Loans and Revolving Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect respect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in DollarsBorrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of 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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) 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 an Initial (x) a Term B-1 Loan Commitment severally agrees to make Term B-1 Loans to the Borrower, and (y) a Term B-2 Term Loan Commitment severally agrees to make an Initial Term Loan B-2 Loans to Borrower the Borrower, in Dollars, each case which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaidrepaid or prepaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time for a given Tranche of Incremental Term Loans severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 Revolving Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan make, at any time and from time to Borrower in Dollarstime on or after the Closing Date and prior to the applicable Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) 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 Loans or LIBO Rate LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term 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 (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 Initial Term 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, Initial Term Loans may not be reborrowedat such time. (b) Subject to and upon the terms and conditions set forth herein and relying upon herein, the representations and warranties herein set forth, each Revolving Swingline Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Date until the earlier of one Business Day and prior to the Initial applicable Maturity Date for Initial Revolving 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 the termination of the Closing Date Revolving Commitment of such Revolving Lender maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the terms 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 that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitmentthe Maximum Swingline Amount. Within the limits set forth above and subject Notwithstanding anything to the termscontrary contained in this Section 2.01(b), conditions 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 limitations set forth hereinis 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, Borrower may borrow, pay (B) of the cure of such Default or prepay and reborrow Event of Default or (C) of the Initial Revolving Loanswaiver of such Default or Event of Default by the Required Lenders. (c) Subject On any Business Day, the Swingline Lender may, in its sole discretion, give notice to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, 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 Specified Default or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of (each such Borrowing, 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“Mandatory Borrowing”) shall not exceed for any be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each 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 Revolving Lender’s Revolving Percentage (determined before giving effect to any termination of the termination thereof on such date Revolving Loan Commitments pursuant to Section 4.02(b))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, Incremental Term 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) Each Lender mayIf 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, at its option, make any Loan by causing any domestic or foreign branch or Affiliate 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 Lender to make such LoanMaturity Date); provided provided, however, that any exercise if on the occurrence of such option 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 (i) affect be so required to be repaid in any manner the obligation of Borrower to repay full on 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 Affiliateearliest 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect loans to the termination thereof pursuant to Section 4.02(a)). Once repaidBorrower (each, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each a “Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving LoansLoan”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one any Business Day prior to during the Initial Maturity period from the Amendment and Restatement Date for Initial Revolving Loans and through the termination end of the Closing Date Revolving Commitment of such Revolving Lender Period, in accordance with the terms hereof, each case in an aggregate principal amount at any one time outstanding that will up to but not result in exceeding (i) such ▇▇▇▇▇▇’s Revolving Exposure with respect Commitment and (ii) as to Initial all Lenders, the Total Revolving Commitment at such time; provided that, it is expressly acknowledged and agreed that, as of the Amendment 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 made) Term Loans up to but not exceeding (i) such ▇▇▇▇▇▇Term Lender’s Closing Date Revolving Commitment. Within Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofthis Agreement, the Incremental Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once Loans, once repaid, Incremental Term Loans may not be reborrowed.; and (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of within such Lender limits and subject 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 other terms and conditions of this Agreement Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the settlement of the purchase of one or (ii) excuse more additional Collateral Loans or relieve any Lender from its Commitment distributions to make the Parent. The proceeds of any such Term Loan borrowings shall be retained in the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to the extent not so made by such branch or Affiliateany other purpose.

The Commitments. Subject to the terms and conditions set forth herein: (a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) [reserved]; andeach Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect respect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving . The Term Commitment of each Term Lender shall automatically terminate upon such Revolving Term 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving fully funding its Term Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan”) to Borrower in Dollarsthe Borrower, which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in U.S. Dollars, (ii) 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 Loans or LIBO Rate Loans; , provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term 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, (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 Initial Term 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, Initial Term 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 and relying upon herein, the representations and warranties herein set forth, each Revolving Swingline Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Date until the earlier of one Business Day and prior to the Initial Maturity Date for Initial Revolving 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 the termination of the Closing Date Revolving Commitment of such Revolving Lender maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the terms 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 an effect and (v) shall not exceed in aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitmentthe Maximum Swingline Amount. Within the limits set forth above and subject Notwithstanding anything to the termscontrary contained in this Section 2.01(b), conditions 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 limitations set forth herein, Borrower may borrow, pay 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 prepay and reborrow parties originally delivering such notice or notices or (B) of the Initial Revolving Loanswaiver of such Default or Event of Default by the Required Lenders. (c) Subject On any Business Day, the Swingline Lender may, in its sole discretion, give notice to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Lenders that the Swingline Lender’s outstanding Swingline Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, 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 Loans or LIBO Rate (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; provided that all Incremental Term . Each Lender hereby irrevocably agrees to make Revolving Loans of a given Tranche made as part 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 same Mandatory RL Borrowing shall at all times consist 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 Incremental Term Loans of the same TypeDefault then exists, and (iv) shall 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 exceed 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 Incremental Term Loan 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 time purchase of any incurrence thereofparticipations pursuant to this sentence is actually made, the Incremental Term Loan Commitment purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of such Incremental Term Loan Lender 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 Tranche (before giving effect participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Revolving Loans may not be reborrowedmaintained as Base Rate Loans hereunder for each day thereafter. (d) Each Lender mayIf the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14 (such Commitments, at its optionthe “Extended Revolving Loan Commitments”) are in effect, make any then on the Revolving Loan by causing any domestic or foreign branch or Affiliate 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 to make such LoanRevolving 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), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that any exercise the respective outstanding Swingline Loans 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 option 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 (i) affect be so required to be repaid in any manner full on the obligation of Borrower to repay such Revolving 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 AffiliateMaturity Date.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Lender Bank with an Initial a Tranche A Term Loan Commitment ("Tranche A Term Loan Banks") severally agrees to make an Initial on the Effective Date a --------------------------- term loan (each such term loan, a "Tranche A Term Loan Loan" and, collectively, the ------------------- "Tranche A Term Loans") to Borrower in Dollarsthe Borrower, which Initial Tranche A Term Loans (i) shall be incurred by Borrower pursuant to --------------------- made and initially maintained as a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings Borrowing of Base Rate Loans or LIBO Rate Loans(subject to the option to convert such Tranche A Term Loans pursuant to Section 1.06); provided that that, except as otherwise specifically provided in Section 1.10(b), all Initial -------- Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiii) shall be made by equal for each such Lender Bank, in that initial aggregate principal amount, an amount which does not exceed equals the Initial Tranche A Term 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, Initial Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender Bank with a Closing Date Revolving Tranche B Term Loan Commitment agrees, ("Tranche B Term Loan Banks") ------------------------- severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the “Initial Revolving "Tranche B Term Loans”") to the ------------------- -------------------- Borrower, at any time which Tranche B Term Loans (i) shall be made and from time to time on and after the Closing Date until the earlier initially maintained as a single Borrowing of one Business Day prior Base Rate Loans (subject to the Initial Maturity Date for Initial Revolving option to convert such Tranche B Term Loans and pursuant to Section 1.06); provided that, except as -------- otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans comprising the termination same Borrowing shall at all times be of the Closing Date Revolving same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Revolving Lender in accordance with Bank on the terms hereofEffective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, in an aggregate principal amount at any time outstanding that will Tranche B Term Loans incurred hereunder may not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loansbe reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Incremental Term a Revolving Loan Commitment ("Revolving Loan Banks") severally -------------------- agrees, at any time and from time to time severally agrees on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make Incremental Term Loans a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the -------------- --------------- Borrower, which Incremental Term Revolving Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (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 Loans or LIBO Rate Eurodollar Loans; provided that (A) except as otherwise -------- specifically provided in Section 1.10(b), all Incremental Term Revolving Loans of a given Tranche made as part of comprising the same Borrowing shall at all times consist of Incremental Term Loans be of the same TypeType 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 any such Incremental Term Loan Lender all Banks at any time outstanding that aggregate principal amount which, when added to the amount of any 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 thereofof, the Incremental Term respective incurrence of Revolving Loans) at such time the Total Revolving Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedthen in effect. (d) Each Lender maySubject to and upon the terms and conditions herein set forth, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender BTCo agrees to make such 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; provided that any exercise of such option shall not " and, collectively, the "Swingline Loans"), which -------------- --------------- Swingline Loans (i) affect in any manner the obligation of Borrower to repay such Loan shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the terms provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of this Agreement 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) excuse a waiver of such Default or relieve Event of Default from the Required Banks. (e) On any Lender from Business Day, BTCo may, in its Commitment 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 not so made by attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such branch or Affiliatedate of purchase.

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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect loans to the termination thereof pursuant to Section 4.02(a)). Once repaidBorrower (each, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each a “Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving LoansLoan”) to Borrower, at any time and from time to time on and after any Business Day during the period from the Closing Date until through the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination end of the Closing Date Revolving Commitment of such Revolving Lender Period, in accordance with the terms hereof, each case in an aggregate principal amount at any one time outstanding that will up to but not result in exceeding (i) such ▇L▇▇▇▇▇’s Revolving Exposure Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that the Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with respect Section 2.13; and (b) each Term Lender severally agrees to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s make loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date Revolving Commitmentthrough the end of the Commitment 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 made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.13. Within the such limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofthis Agreement, the Incremental Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once Loans, once repaid, Incremental Term 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) or (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender the definition thereof) to make a Revolving Loan (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; 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 “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not so made by exceed its Undrawn Commitment. The Borrower shall deposit the proceeds of such branch or AffiliateLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Exposure Amount.

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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect loans to the termination thereof pursuant to Section 4.02(a)). Once repaidBorrower (each, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each a “Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving LoansLoan”) to Borrower, at any time and from time to time on and after any Business Day during the period from the Closing Date until through the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination end of the Closing Date Revolving Commitment of such Revolving Lender Period, in accordance with the terms hereof, each case in an aggregate principal amount at any one time outstanding that will up to but not result in exceeding (i) such ▇▇▇▇▇▇Lender’s Revolving Exposure with respect Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial Revolving Loans Borrowing Date in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇Term Lender’s Closing Date Revolving CommitmentTerm Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Within the such limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereofthis Agreement, the Incremental Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once Loans, once repaid, Incremental Term 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) or (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving 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 “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not so made by exceed its Undrawn Commitment. The Borrower shall deposit the proceeds of such branch or AffiliateLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan make, at any time and from time to Borrower in Dollarstime on and after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datemade and maintained in Dollars, (ii) 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 Loans or LIBO Rate Eurodollar Loans; , PROVIDED that, except as otherwise specifically provided that in Section 1.10(b), all Initial Term 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, (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 Initial Term 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 repaidsum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, Initial Term 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 and relying upon herein, the representations and warranties herein set forthSwingline Lender agrees to make, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Effective Date until the earlier of one Business Day and prior to the Initial Maturity Date for Initial Revolving 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 the termination of the Closing Date Revolving Commitment of such Revolving Lender maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the terms provisions hereof, (iv) shall not exceed in aggregate principal amount 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 that will the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender (x) shall not result in such ▇▇▇▇▇▇’s Revolving Exposure 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 Initial Revolving Loans exceeding the Defaulting Lender's or Lenders' participation in such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the limits set forth above outstanding Swingline Loans, and subject (y) 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 (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 the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loansexist. (c) Subject On any Business Day, the Swingline Lender may, in its sole discretion, give notice to and 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 terms 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 Lenders PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and conditions set forth herein, each the proceeds thereof shall be applied directly to repay the Swingline Lender with an Incremental Term Loan Commitment from time to time severally for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Incremental Term Revolving Loans upon one Business Day's notice pursuant to Borrower, which Incremental Term Loans each Mandatory Borrowing in the amount and in the manner specified in writing by the Swingline Lender notwithstanding (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan amount of the Mandatory Borrowing Datemay not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) [reserved]whether any conditions specified in Section 6 are then satisfied, (iii) shallwhether a Default or an Event of Default then exists, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 exceed 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 Incremental Term Loan date and prior to such purchase) from the Swingline Lender at any time of any incurrence thereof, such participations in the Incremental Term Loan Commitment of outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Incremental Term Loan Lender for such Tranche Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the termination thereof on such date Commitments pursuant to the last paragraph of Section 4.02(b10)). Once repaid, Incremental Term PROVIDED that (x) all interest payable on the Swingline Loans may not shall be reborrowed. (d) Each for the account of the Swingline Lender mayuntil the date as of which the respective participation is required to be purchased and, 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 attributable to the purchased participation, shall be payable to the participant from and after such branch or Affiliatedate 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) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in DollarsBorrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of 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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) 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 an Initial Term Loan Commitment severally agrees to make loans (each such loan, a "Revolving Loan") to the Borrower from -------------- time to time on any Business Day during the Availability Period in an Initial Term Loan to Borrower aggregate principal amount that will not result in Dollars, which Initial Term Loans (i) shall be incurred by 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, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be sum of the same Type, Revolving Credit Exposures of all Lenders exceeding the total Commitments. Within the foregoing limits and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect subject to the termination thereof pursuant to Section 4.02(a)). Once repaidterms and conditions set forth herein, Initial Term Loans the Borrower may not be reborrowedborrow, prepay and reborrow Revolving Loans. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental agrees, so long as no Default or Event of Default has occurred and is continuing, to consolidate on the Term Loan Commitment from time to time severally agrees to make Incremental Term Conversion Date all of such Lender's Revolving Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing that are outstanding on the applicable Incremental Term Loan Borrowing Date, Conversion Date (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before after giving effect to any payment or prepayment of such Loans made by the termination thereof Borrower on such date pursuant date) into a single loan (each such loan, a "Term Loan") in an amount not --------- to Section 4.02(b))exceed the aggregate principal amount of such Revolving Loans. Once repaid, Incremental Revolving Loans that are consolidated into a Term Loan shall be deemed paid. Term Loans which are repaid or prepaid may not be reborrowed. (d) 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 an Initial Term Loan Commitment severally agrees to make an make, on the Initial Term Loan Borrowing Date, a term loan to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except made and initially maintained as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all (subject to the option to convert such Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, pursuant to Section 1.06) and (iiiii) shall be made by each such Lender in that aggregate principal amount which does not exceed as is equal to the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))such date. Once repaid, Initial Term Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Loan Commitment severally agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Initial Borrowing Date until the earlier of one Business Day and prior to the Initial Revolving Loan Maturity Date for Initial Date, to make a revolving loan or revolving loans (each, a “Revolving Loan” and collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans and (i) shall, at the termination option of the Closing Date Borrower, be Base Rate Loans or, if incurred on or after the Eurodollar Loan Availability Date, Eurodollar Loans, provided, that except as otherwise specifically provided in Section 1.10(b), and subject to the option to convert such Loans pursuant to Section 1.06, all Revolving Commitment Loans comprising the same Borrowing shall at all times be of such Revolving Lender the same Type, (ii) may be repaid and reborrowed in accordance with the terms provisions hereof, in an aggregate principal amount (iii) shall not exceed for any Lender at any time outstanding that will not result in aggregate principal amount which when added to the product of (x) such ▇▇▇▇▇▇Lender’s Revolving Exposure Loan Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with respect to Initial 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 exceeding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding the limits set forth above and subject sum of (I) the aggregate principal amount which, when added to the termsamount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, conditions and limitations set forth hereinsimultaneously with the incurrence of, Borrower may borrow, pay or prepay and reborrow the Initial 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 the Swingline Lender with an Incremental Term Loan Commitment agrees to make at any time and from time to time severally agrees after the Initial Borrowing Date and prior to make Incremental Term Loans the Swingline Expiry Date, a loan or loans (each a “Swingline Loan”, and collectively, the “Swingline Loans”) to the Borrower, which Incremental Term Loans Swingline Loans: (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, made and maintained as Base Rate Loans; (ii) [reserved], may be repaid and reborrowed in accordance with the provisions hereof; (iii) shallunless otherwise agreed by the Swingline Lender, except as hereinafter providedshall be repaid no later than the date which is five Business Days following the date of incurrence thereof, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of if any Defaulting Lender fails to fund a given Tranche made as part Revolving Loan requested to refinance such Swingline Loan, the portion of the same Borrowing Swingline Loan expected to be refinanced by such Defaulting Lender shall at all times consist of Incremental Term Loans be repaid on or before the tenth Business Day following the date of the same Type, and incurrence thereof; (iv) shall not exceed for any such Incremental Term Loan Lender in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of any incurrence thereofall Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time, an amount equal to the Incremental Term Total Revolving Loan Commitment of at such Incremental Term Loan Lender for such Tranche time (before after giving effect to any reductions to the termination thereof Total Revolving Loan Commitment on such date pursuant to Section 4.02(bdate)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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.and

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) Each Subject to and upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B ▇▇▇▇▇▇ 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 may, at its option, make any shall be converted into a Term B Loan by causing any domestic or foreign branch or Affiliate of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to make such Loan; provided that any exercise the principal amount of such option ▇▇▇▇▇▇’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 not 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) affect the Additional Term B-1 ▇▇▇▇▇▇ agrees to make a Term B-1 Loan to the Borrower in any manner U.S. Dollars on the obligation Amendment No. 3 Effective Date in an amount not to exceed the amount of Borrower to repay such its Additional Term B-1 Loan in accordance with the terms of this Agreement or Commitment and (ii) excuse or relieve any each Converted Term B Loan of each Amendment No. 3 Consenting Lender from its Commitment 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. (e) Subject to and upon the terms and conditions set forth in Amendment No. 4, (i) the Additional Term B-2 ▇▇▇▇▇▇ agrees to make any such a Term B-2 Loan to the extent Borrower in U.S. Dollars on the Amendment No. 4 Effective Date in an amount not so made by to exceed the amount of its Additional Term B-2 Loan Commitment and (ii) each Converted Term B-1 Loan of each Amendment No. 4 Consenting Lender shall be converted into a Term B-2 Loan of such branch or AffiliateLender effective as of the Amendment No. 4 Effective Date in a principal amount equal to the principal amount of such ▇▇▇▇▇▇’s Converted Term B-1 Loan immediately prior to such conversion. Once repaid, Term B-2 Loans may not be reborrowed. The initial Interest Period with respect to the Term B-2 Loans shall commence on the Amendment No. 4 Effective Date and end on July 2, 2024.

The Commitments. Subject to the terms and conditions set forth herein: (a) Subject each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and upon in Agreed Foreign Currencies to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Term Lender severally agrees to make Term Loans in Dollars to the Borrower on the Effective Date (and, in connection with an increase of the Term Commitment in accordance with Section 2.08(e), from time to time thereafter) in an aggregate principal amount that will not result in (i) the aggregate principal amount of Term Loans held by such Term Lender exceeding such Term Lender’s Term Commitment, (ii) the aggregate principal amount of all Term Loans held by all Term Lenders exceeding the aggregate Term Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Syndicated Loans. The Borrower may not reborrow any portion of the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedis prepaid. (d) 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 Amendment No. 1 Non-Extending Lender with an Initial Term Loan Commitment severally agrees to make Revolving Loans in Dollars or any Agreed Foreign Currency to the Borrowers from time to time during the Original Availability Period in an Initial Term Loan to Borrower aggregate principal amount that will not result in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be sum of the same Type, and (iii) shall be made by each such Lender in that total Revolving Credit Exposures plus the aggregate principal amount which does not exceed of outstanding Competitive Loans exceeding the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowedtotal Commitments. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Amendment No. 1 Extending Lender with an Incremental Term Loan Commitment agrees to make Revolving Loans in Dollars or any Agreed Foreign Currency to the Borrowers from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans during the Extended Availability Period in an aggregate principal amount that will not result in (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as part sum of the same Borrowing shall at all times consist total Revolving Credit Exposures plus the aggregate principal amount of Incremental Term outstanding Competitive Loans of exceeding the same Type, total Commitments. (c) Within the foregoing limits and (iv) 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 (before giving effect subject to the termination thereof on such date pursuant to Section 4.02(b)). Once repaidterms and conditions set forth herein, Incremental Term Loans each Borrower may not be reborrowedborrow, prepay and reborrow Revolving Loans. (d) Each Notwithstanding anything herein to the contrary, so long as any Non-Extended Commitment shall be in effect, the Borrowers will not borrow Revolving Loans of one Tranche unless it shall simultaneously borrow Revolving Loans of the other Tranche and, in the case of Eurocurrency Loans, in the same Currency and with the same Interest Period, in an aggregate amount such that the Revolving Loan made by each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate on the occasion of such Lender to make such Loan; provided that any exercise borrowing shall equal its Applicable Percentage 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 Affiliateaggregate amount borrowed.”

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a B-1 Term Loan Commitment severally agrees to make a term loan or term loans (each, an Initial “B-1 Term Loan Loan” and, collectively, the “B-1 Term Loans”) to Borrower in Dollarsthe Borrower, which Initial B-1 Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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, one or more Borrowings of Base Rate Loans or LIBO Rate Eurodollar Loans; , provided that except as otherwise specifically provided in Section 1.11(b), all Initial B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial B-1 Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Date. Once repaid, Initial B-1 Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental a B-2 Term Loan Commitment from time to time severally agrees to make Incremental a term loan or term loans (each, a “B-2 Term Loans Loan” and, collectively, the “B-2 Term Loans”) to the Borrower, which Incremental B-2 Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Closing Date, (ii) [reserved]shall be denominated in 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 into, Base Rate Loans or LIBO Rate Eurodollar Loans; , provided that except as otherwise specifically provided in Section 1.11(b), all Incremental B-2 Term Loans of a given Tranche made as part of comprising the same Borrowing shall at all times consist of Incremental Term Loans 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 B-2 Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to on the termination thereof on such date pursuant to Section 4.02(b))Closing Date. Once repaid, Incremental B-2 Term Loans incurred hereunder may not be reborrowed. (d) 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 an Initial a Term Loan Commitment severally agrees to make an make, on the Initial Borrowing Date, a term loan or term loans (each a "Term Loan Loan" and, collectively, the "Term Loans") to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be initially incurred and maintained as, and/or converted into, one or more Borrowings as a single Borrowing of Base Rate Loans or LIBO Rate Loans; Eurodollar Loans (subject to the option to convert such Term Loans pursuant to Section 1.06), provided that (x) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iiiy) prior to the date which is one week from the Initial Borrowing Date (the "Syndication Date"), Term Loans may only be incurred and maintained as Eurodollar Loans if the respective Interest Period applicable thereto is a one week Interest Period which begins on the Initial Borrowing Date and ends on the Syndication Date and (ii) shall be made by each such not exceed for any Lender in that aggregate principal amount which does not exceed equals the Initial Term Loan Commitment of such Lender 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, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Loan Commitment severally agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Initial Borrowing Date until the earlier of one Business Day and prior to the Initial Revolving Loan Maturity Date for Initial 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 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) prior to the Syndication Date, Revolving Loans may only be incurred as Eurodollar Loans if borrowed on the 8 Initial Borrowing Date and the termination of respective Interest Period applicable thereto is a one week Interest Period which begins and ends on the Closing same dates as the Interest Period applicable to Term Loans borrowed on the Initial Borrowing Date Revolving Commitment of such Revolving Lender and maintained as Eurodollar Loans, (ii) may be repaid and reborrowed in accordance with the terms provisions hereof, in an aggregate principal amount (iii) shall not exceed for any such Lender at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject aggregate principal amount which, when added to the termssum of such Lender's RL Percentage of (x) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, conditions and limitations set forth hereinsimultaneously with the incurrence of, Borrower may borrowthe 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, pay or prepay and reborrow simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, (iv) shall 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 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 and (v) shall not exceed in aggregate principal amount $15,000,000 on the Initial Revolving LoansBorrowing Date. (c) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with an Incremental Term Loan Commitment agrees to make, at any time and from time to time severally agrees on and after the Initial Borrowing Date and prior to make Incremental Term Loans the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Incremental Term Swingline Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Datemade and maintained as Base Rate Loans, (ii) [reserved]may be repaid and reborrowed in accordance with the provisions hereof, (iii) shallshall not exceed in aggregate principal amount at any time outstanding, except as hereinafter providedwhen combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 TypeTotal Revolving Loan Commitment on such date), and (iv) shall not exceed for any such Incremental Term Loan Lender in aggregate principal amount at any time of any incurrence thereofoutstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), the Incremental Term 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 Incremental Term Loan Lender for Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes that such Tranche (before giving effect Default or Event of Default no longer exists. Notwithstanding anything to the termination thereof on such date contrary contained above, the Swingline Lender shall not be required to make any Swingline Loans at any time (x) when a Lender Default is in existence, 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') share of Mandatory Borrowings which would be required to be made if said Swingline Loans were to be funded with one or more Borrowings of Revolving Loans pursuant to Section 4.02(b1.01(d)). Once repaid, Incremental Term Loans may not be reborrowed. including by cash collateralizing such Defaulting Lender's (dor Defaulting Lenders') Each Lender may, at its option, make any Loan by causing any domestic RL Percentage (or foreign branch or Affiliate RL Percentages) 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.such

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to Borrower in Dollarsthe Borrowers, which Initial Term Loans (i) shall be incurred by Borrower the 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 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrowerthe Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of 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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) 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 the Borrowers 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 an a Initial Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Term Loan Loan” and, collectively, the “Initial Term Loans”) to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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, one or more Borrowings of Base Rate Loans or LIBO Rate LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Loan Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Date until the earlier of one Business Day and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, an “Initial Maturity Date for Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower (provided that the amount of Initial Revolving Loans and the termination of made on the Closing Date shall not exceed $5,000,000 (exclusive of any Letter of Credit Outstandings) plus an additional amount as may be necessary for the Borrower to fund the payment of certain original issue discount or upfront fees payable under the Commitment Letter and Fee Letter and/or the Senior Notes (it being understood that any Borrowing of Initial Revolving Commitment Loans to fund such additional amount shall be without duplication of any increase in the Initial Term Loan Commitments to fund such amount made prior to the Closing Date)), which Initial Revolving Lender Loans (i) may be made in Dollars or an Alternate Currency, (ii) except as provided herein, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, LIBOR Loans or, in the case of Alternate Currency Loans, other Fixed Rate Loans; provided that (A) except as otherwise specifically provided in Section 2.11(b), all Initial Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) Base Rate Loans shall only be available in Dollars, (iii) may be repaid and reborrowed in accordance with the terms hereof, in an aggregate principal amount provisions hereof and (iv) shall not exceed for any such Lender at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject aggregate principal amount which, when added to the termsproduct 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, conditions and limitations set forth hereinsimultaneously with the incurrence of, Borrower may borrow, pay or prepay and reborrow the Initial 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, each the Swingline Lender with an Incremental Term Loan Commitment agrees to make, at any time and from time to time severally agrees on or after the Closing Date and prior to make Incremental Term Loans the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Incremental Term Swingline Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Dateand maintained as Base Rate Loans, (ii) [reserved]shall be denominated in Dollars, (iii) shallmay be repaid and reborrowed in accordance with the provisions hereof, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender an 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 incurrence thereoftime outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.1(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 a Revolving 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 each Defaulting Lender’s participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by Collateralizing such Defaulting Lender’s RL Percentage of the outstanding Swingline Loans (such arrangements, the Incremental Term “Swingline Back-Stop Arrangements”), and (ii) the Swingline Lender shall not make any Swingline Loan Commitment after it has received written notice from the Borrower, any other Loan 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 Incremental Term Loan Lender for such Tranche (before giving effect to Default or Event of Default by the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedRequired Lenders. (d) Each On any Business Day, the Swingline Lender may, at in its optionsole discretion, give notice to the Revolving 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 11.1(f) or upon the exercise of any of the remedies provided in 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 Revolving Lenders pro rata based on each such Revolving 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 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 Loan by causing any domestic conditions specified in Section 7 are then satisfied, (iii) whether a Default or foreign branch or Affiliate 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 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 make such Loanpurchase) 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 RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that any exercise (x) all interest payable on the Swingline Loans shall be for the account of such option shall not (i) affect in any manner the obligation Swingline Lender until the date as of Borrower which the respective participation is required 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 be purchased and, to the extent not so made by attributable to the purchased participation, shall be payable to the participant from and after such branch or Affiliatedate 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 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 (3) days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. Subject to the terms and conditions set forth herein: (a) Subject each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each Term Lender agrees to make a Term Loan to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect respect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving . The Term Commitment of each Term Lender shall automatically terminate upon such Revolving Term 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving fully funding its Term Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) 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. Subject to the terms and conditions set forth herein: (a) Subject Each Term B Lender severally agrees to make a Term B Loan in Dollars to the Borrower on the Fifth Restatement Effective Date in a principal amount not exceeding its Term B Commitment. The full amount of the Term B Loans pursuant to the Term B Commitment must be drawn in a single drawing on the Fifth Restatement Effective Date. Amounts repaid or prepaid in respect of Term B Loans may not be reborrowed. Term B Loans may be ABR Loans or Term SOFR Loans, as further provided herein. (b) Each Revolving Lender agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitment or (iii) the aggregate amount of Revolving Credit Exposures denominated in Foreign Currencies exceeding the Aggregate Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and upon subject to the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein. Revolving Loans may be ABR Loans, each Lender with an Incremental Alternative Currency Daily Rate Loans, Alternative Currency Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Term SOFR Loans, as further provided herein; provided that, for the avoidance of doubt, any Existing Revolving Loans denominated in Dollars that all Incremental Term Loans of are outstanding immediately prior to the Fifth Restatement Effective Date shall continue to bear interest at a given Tranche made rate per annum equal to the “Eurocurrency Rate” (as part of defined in the same Fourth Restated Credit Agreement) for the Interest Period for such Borrowing shall at all times consist of Incremental Term Loans of as in effect immediately prior to the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, Fifth Restatement Effective Date plus the Incremental Term Loan Commitment Applicable Rate until the end of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedInterest Period. (d) 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 On the terms and subject to the conditions set forth hereincontained in this Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make loans (each a "Tranche A Loan") to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date in an Initial Term aggregate amount not to exceed at any time outstanding for all such loans by such Lender such Lender's Tranche A Commitment; provided, however, that at no time shall any Lender be obligated to make a Tranche A Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on in excess of such Lender's Ratable Portion of the Closing Date, Available Tranche A Credit and (ii) shallto the extent that the aggregate Tranche A Outstandings, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before after giving effect to such Tranche A Loan, would exceed the termination thereof pursuant to Maximum Tranche A Credit in effect at such time. Within the limits of each Lender's Tranche A Commitment, amounts of Tranche A Loans repaid may be reborrowed under this Section 4.02(a2.1(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon On the terms and subject to the conditions set forth herein and relying upon the representations and warranties herein set forthcontained in this Agreement, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”each a "Tranche B Loan") to Borrower, at any time and the Borrower from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with Notices of Borrowing delivered on (x) each 15th day and 30th day of each month (or, if any such day is not a Business Day, the terms hereofnext succeeding Business Day), or (y) in the case of Special Purpose Tranche B Loans, on any other Business Day during the period from the date hereof until the Termination Date in an aggregate principal amount not to exceed at any time outstanding for all such loans by such Lender such Lender's Tranche B Commitment; provided, however, that will not result at no time shall any Lender be obligated to make a Tranche B Loan (i) in excess of such ▇▇▇▇▇▇’s Revolving Exposure with respect Lender's Ratable Portion of the Available Tranche B Credit and (ii) to Initial Revolving Loans exceeding the extent that the aggregate Tranche B Outstandings, after giving effect to such ▇▇▇▇▇▇’s Closing Date Revolving CommitmentTranche B Loan, would exceed the Maximum Tranche B Credit in effect at such time. Within the limits set forth above and subject to the termsof each Lender's Tranche B Commitment, conditions and limitations set forth herein, amounts of Tranche B Loans repaid may be reborrowed under this Section 2.1(b). The Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loansnot request more than two Tranche B Borrowings per month. (c) Subject to Notwithstanding the foregoing clauses (a) and upon (b), during the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment period from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at Petition Date through the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as part entry of the same Borrowing shall Final Order the aggregate of all Outstandings at all times consist of Incremental Term Loans of the same Type, and (iv) any one time 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed$375,000,000. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall 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 all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) Each Subject to and upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender may, at 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 option, make any Additional Term B Loan by causing any domestic or foreign branch or Affiliate 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 make such Loan; provided that any exercise the principal amount of such option ▇▇▇▇▇▇’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 not 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) affect the Additional Term B-1 Lender agrees to make a Term B-1 Loan to the Borrower in any manner U.S. Dollars on the obligation Amendment No. 3 Effective Date in an amount not to exceed the amount of Borrower to repay such its Additional Term B-1 Loan in accordance with the terms of this Agreement or Commitment and (ii) excuse or relieve any each Converted Term B Loan of each Amendment No. 3 Consenting Lender from its Commitment to make any shall be converted into a Term B-1 Loan of such Loan Lender effective as of the Amendment No. 3 Effective Date in a principal amount equal to the extent principal amount of such ▇▇▇▇▇▇’s Converted Term B Loan immediately prior to such conversion. Once repaid, Term B-1 Loans may not so made by such branch or Affiliatebe 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 (including, on and after the initial Incremental Revolving Loan Commitment Date, in Section 1.19), (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period for the respective Dollar Revolving Loan Borrower, to make a revolving loan or revolving loans in Dollars to such Dollar Revolving Loan Borrower (each, a “Dollar Revolving Loan” and, collectively, the “Dollar Revolving Loans”) and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period for the respective Alternate Currency Revolving Loan Borrower, to make a revolving loan or revolving loans to such Alternate Currency Revolving Loan Borrower under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an “Alternate Currency Revolving Loan” and, collectively, the “Alternate Currency Revolving Loans”) (with the revolving loans made to the various Borrowers pursuant to this Section 1.01(a) being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Revolving Loans: (i) shall, in the case of Dollar Revolving Loans, at the option of the respective Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided herein, all Dollar Revolving Loans comprising the same Borrowing shall be of the same Type; (ii) shall, in the case of Alternate Currency Revolving Loans, be made and maintained in the respective Available Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that all Canadian Dollar Revolving Loans shall, at the option of the respective Alternate Currency Revolving Loan Borrower, be made by each Alternate Currency RL Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated by reference into this Agreement); (iii) may be repaid and reborrowed in accordance with the provisions hereof; provided that Revolving Loans incurred and repaid by Starwood REIT may not be reborrowed; (iv) shall not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time; (v) shall not, in the case of Alternate Currency Revolving Loans made in a given Other Permitted LIBOR-Based Alternate Currency, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate Other Permitted LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Other Permitted LIBOR-Based Alternate Currency would exceed $35,000,000 at such time; (vi) shall not, in the case of Alternate Currency Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 at such time; (vii) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment at such time or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect; and (viii) shall not, in the case of Dollar Revolving Loans made to Starwood REIT, be made at any time if, after giving effect thereto, the aggregate principal amount of all Dollar Revolving Loans made to Starwood REIT would exceed the Starwood REIT Dollar Revolving Loan Sub-Limit. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time on and 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 Corporation, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (or be required to be made) on any date if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, and (v) 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 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’ Dollar 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 any Borrower, the Administrative Agent 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 Dollar Revolving Loans by the Corporation (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 such case, a Borrowing (or Borrowings) of Dollar Revolving Loans by the Corporation constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Lender’s Dollar Percentage or, if a Sharing Event then exists, pro rata based on each RL Lender’s RL Percentage (in each case determined on such date, but 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 Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Dollar 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) that the amount of any 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. If 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 Corporation), then each such 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 Corporation 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 RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Percentages or, if a Sharing Event exists on the date otherwise required above, pro rata based upon their respective RL Percentages (in each case 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 the participation purchased for each day from and including the day upon which the respective participation would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first day and at the rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees that any Borrower (other than Starwood REIT) may, in accordance with the procedures established pursuant to make Section 1.04, incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”), denominated in an Initial Term Loan to Borrower in DollarsAvailable Currency requested by such Borrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Competitive Bid Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Initial Borrowing Date until the earlier of one Business Day and prior to the Initial date which is the Business Day preceding the date which is 30 days prior to the Maturity Date for Initial Date, provided that (i) no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 and (ii) no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Revolving Loans and Credit Exposure would exceed the termination of the Closing Date Total Revolving Loan Commitment of such Revolving Lender as then in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitmenteffect. Within the foregoing limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth hereinin Sections 1.04 and 6, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Competitive Bid Loans may not be reborrowed. (d) 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 repaid and reborrowed 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 Affiliateprovisions hereof.

The Commitments. (a) Subject to and upon the terms and satisfaction of the conditions precedent set forth hereinin Section 4.01 and the conditions of this Section 2.01, the Company agrees to request, and each Term Lender with an Initial agrees to make, a Term Loan in the full amount of such Term Lender's Term Commitment severally agrees in effect as of the Pre-Funding Borrowing Date to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing the Company on the Closing Pre-Funding Borrowing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial the proceeds of such Term Loans comprising shall be deposited into the same Borrowing shall at all times be Pre-Funding Account and held and/or disbursed by the Depositary Bank solely in accordance with Section 4.04(b) of the same Type, and (iii) Depositary Agreement. The Company shall be made notify each Term Lender of the expected Pre-Funding Borrowing Date not less than one Business Day prior thereto by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect delivering a Borrowing Request to the termination thereof pursuant Administrative Agent (or, if the Company intends to Section 4.02(a)borrow Eurodollar Term Loans on such date, three Business Days prior thereto). Once repaid, Initial Amounts prepaid in respect of Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with an Incremental Term Loan Commitment agrees to make Revolving Loans to the Company from time to time severally agrees during the period from and including the Closing Date to make Incremental Term Loans to Borrower, which Incremental Term Loans but excluding the earlier of the Commitment Termination Date and the date of termination of the Revolving Commitments in an aggregate principal amount that will not result in (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, such Revolving Lender's Revolving Exposure exceeding such Lender's Revolving Commitment or (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loanstotal Revolving Exposures exceeding the total Revolving Commitments; provided that all Incremental no Revolving Loans shall be made to the Company until such time as Term Loans of a given Tranche have been made as part to the Company in accordance with Section 2.01(a) and the conditions precedent to the disbursement of the same Borrowing shall at all times consist proceeds of Incremental such Term Loans of the same Type, and (iv) 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 (before giving effect to the termination thereof on such date pursuant to set forth in Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic 4.02 have been satisfied 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 waived in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan thereof. Within the foregoing limits and subject to the extent not so made by such branch or Affiliateterms and conditions set forth herein, the Company may borrow, prepay and reborrow Revolving Loans.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein and in the Amendment and Restatement Agreement No. 1, each Lender with an Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Commitment Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to Borrower (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in Dollarsthe principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, which substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in U.S. Dollars, (ii) shallshall be, 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 Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iii) shall be made by each such Lender in that aggregate principal amount which does did not exceed the Initial Term Loan Commitment of such Lender on the Closing First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrowerthe Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of 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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) 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 the Borrowers 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 hereinherein and in the Amendment and Restatement Agreement No. 2, each Lender with an Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the Second Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 2, each Additional Refinancing Term Loan Commitment Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to Borrower (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the Second Restatement Effective Date in Dollarsthe principal amount equal to its Initial Term Loan Commitment on the Second Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans, which substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 2 all accrued and unpaid interest on the Term B-3 Loans to, but not including, the Second Restatement Effective Date on such Second Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Credit Documents, including as modified by the Amendment and Restatement Agreement No. 2, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in U.S. Dollars, (ii) shallshall be, 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 SOFR 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, Type and (iii) shall be made by each such Lender in that aggregate principal amount which does did not exceed the Initial Term Loan Commitment of such Lender on the Closing Second Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. The initial Interest Period with respect to the Initial Term Loans (the “Initial Interest Period”) shall commence on the Second Amendment and Restatement Date and end on October 31, 2025. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to Borrowerthe Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, provided that delayed draw Incremental Term Loans shall be incurred as set forth in the Incremental Amendment with respect to such Incremental Term Loans, (ii) [reserved]shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead 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 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) 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 the Borrowers 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.. MACROBUTTON DocID

The Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Loans to the Borrower on the Closing Date in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender’s name on Schedule I attached hereto or, if such Lender has entered into any Assignment and Assumption, set forth hereinfor such Lender in the Register, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall as such amount may be incurred by Borrower reduced pursuant to a single drawing Section 2.04 (such Lender’s “Initial Commitment”); provided that if for any reason the full amount of any Lender’s Initial Commitment is not fully drawn on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, undrawn portion thereof shall automatically be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before cancelled upon giving effect to the termination thereof pursuant to funding of the drawn Loans on the Closing Date. Any amount borrowed under this Section 4.02(a)). Once repaid, Initial Term Loans 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Each Lender’s Initial Commitment shall terminate immediately and without further action on the earlier of (i) the Closing Date, after giving effect to the funding of such Lender’s Initial Commitment on the Closing Date, and (ii) March 23, 2020. (b) Subject to and upon Each Incremental Lender severally agrees, on the terms and conditions hereinafter set forth herein and relying upon as set forth in the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointlyapplicable Joinder Agreement, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior Incremental Loans to the Initial Maturity Borrower on the applicable Incremental Commitment Effective Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Incremental Commitment; provided that will if for any reason the full amount of any Incremental Lender’s Incremental Commitment is not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing fully drawn on the applicable Incremental Term Loan Borrowing Commitment Effective Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, undrawn portion thereof shall automatically be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before cancelled upon giving effect to the termination thereof funding of the drawn Incremental Loans on such date pursuant to the applicable Incremental Commitment Effective Date. Any amount borrowed under this Section 4.02(b)). Once repaid, Incremental Term Loans 2.01(b) and subsequently repaid or prepaid may not be reborrowed. (d) . Each Lender mayIncremental Lender’s Incremental Commitment shall terminate immediately and without further action on the applicable Incremental Commitment Effective Date, at its option, make any Loan by causing any domestic or foreign branch or Affiliate after giving effect to the funding of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner Lender’s Incremental Commitment on 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 applicable Incremental Commitment to make any such Loan to the extent not so made by such branch or AffiliateEffective Date.

The Commitments. (a) Subject to the terms and upon conditions of the Amendment and Restatement Agreement and this Agreement, (w) the Additional Term B-3 Lender severally agrees to make a Term B-3 Loan to the Borrower on the Amendment and Restatement Effective Date denominated in U.S. Dollars in a principal amount not to exceed its Additional Term B-3 Commitment on the Amendment and Restatement Effective Date, (x) each Converting Term B-3 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth hereinin the Amendment and Restatement Agreement, each Lender with an Initial to have all of its outstanding Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term B-2 Loans (ior such lesser amount as notified and allocated to such Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion) shall be incurred by Borrower pursuant to a single drawing converted into an equivalent principal amount of Term B-3 Loans effective as of the Amendment and Restatement Effective Date and (y) each Non-Converting Term B-3 Loan Consenting Lender agrees, on the Closing Dateterms and conditions set forth in the Amendment and Restatement Agreement, (ii) shall, except as hereinafter provided, at to have all of its outstanding Term B-2 Loans prepaid and will purchase by assignment from the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Additional Term B-3 Lender Term B-3 Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate a principal amount which does not exceed equal to the Initial Term Loan Commitment principal amount of such Term B-2 Loans (or such lesser amount as notified and allocated to such Non-Converting Term B-3 Loan Consenting Lender on by the Closing Date (before giving effect to Amendment and Restatement Agreement Lead Arrangers, as determined by the termination thereof pursuant to Section 4.02(a)Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion). Once repaid, Initial Term B-3 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date 2023 Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in U.S. Dollars or in one or more Alternative Currencies (the “Initial 2023 Revolving Loans”) to the Borrower, at any time and from time to time on and after the Closing Amendment and Restatement Effective Date until the earlier of one (1) Business Day prior to the Initial Maturity Date for Initial 2023 Revolving Loans and the termination of the Closing Date 2023 Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date 2023 Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved]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 Loans or LIBO Rate SOFR Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the 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. (e) Subject to the terms and conditions set forth in Amendment No. 1 and this Agreement, the 2024 Additional Term Loan Lender severally agrees to make a 2024 Additional Term Loan to the Borrower on the Amendment No. 1 Effective Date denominated in U.S. Dollars in a principal amount not to exceed its 2024 Additional Term Commitment on the Amendment No. 1 Effective Date. (f) Subject to the terms and conditions of Amendment No. 2 and this Agreement, (w) the Additional Term B-4 ▇▇▇▇▇▇ agrees to make a Term B-4 Loan to the Borrower on the Amendment No. 2 Effective Date in Dollars in a principal amount not to exceed its Additional Term B-4 Commitment on the Amendment No. 2 Effective Date, (x) each Converting Term B-4 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth in Amendment No. 2, to have all of its outstanding Term B-3 Loans (or such lesser amount as notified and allocated to such Converting Term B-4 Loan Consenting Lender by the Amendment No. 2 Lead Arrangers, as determined by the Borrower and the Amendment No. 2 Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-4 Loans effective as of the Amendment No. 2 Effective Date and (y) each Non-Converting Term B-4 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth in Amendment No. 2, to have all of its outstanding Term B-3 Loans prepaid and will purchase by assignment from the Additional Term B-4 Lender Term B-4 Loans in a principal amount equal to the principal amount of such Term B-3 Loans (or such lesser amount as notified and allocated to such Non-Converting Term B-4 Loan Consenting Lender by the Amendment No. 2 Lead Arrangers, as determined by the Borrower and the Amendment No. 2 Lead Arrangers in their sole discretion). Once repaid, Term B-4 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a Term Loan Commitment severally agrees to make an Initial a term loan or term loans (each, a “Term Loan Loan” and, collectively, the “Term Loans”) to Borrower in Dollarsthe Borrower, which Initial Term Loans Loans: (i) shall may only be incurred by Borrower pursuant to a single drawing on the Closing Date, ; (ii) shall, except as hereinafter provided, at the option of Borrower, shall be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, denominated in Dollars and (iii) shall be made by each such Term Lender in that an aggregate principal amount which does not exceed the Initial Term 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, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Loan Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Date until Date, a revolving loan or revolving loans (each, a “Revolving Loan”, collectively, the earlier of one Business Day prior “Revolving Loans”) to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Revolving Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Datedenominated in Dollars, (ii) [reserved], may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, outstanding an aggregate principal amount which equals the Incremental Term Revolving Loan Commitment of such Incremental Term Loan Lender for at such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedtime. (dc) Each Lender mayNotwithstanding the foregoing, at its option, make any in no event will the principal amount of the Term Loan by causing any domestic or foreign branch or Affiliate Commitments and Revolving Loan Commitments on the Closing Date exceed the lesser of such Lender to make such Loan(A) 65% of the Appraised Value of the Collateral Vessels and (B) $360,000,000; provided that any exercise of such option the Revolving Loan Commitments shall not (i) affect in exceed $60,000,000 and the Term Loan Commitments shall not exceed $300,000,000. For the avoidance of doubt, any manner reduction to the obligation of Borrower to repay such Loan Total Commitment in accordance with the terms of this Agreement or preceding clause (iiA) excuse or relieve any Lender from its shall be applied pro rata between the Total Term Loan Commitment to make any such and the Total Revolving Loan to the extent not so made by such branch or AffiliateCommitment.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan make, at any time and from time to Borrower in Dollarstime on and after the Effective Date and prior to the Final Maturity Date, one or more loans (each, a "Revolving Loan", and collectively, the "Revolving Loans") to one or more of the Borrowers (on a several basis), which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on made and maintained in the Closing DateApproved Currency or Approved Currencies permitted for the applicable Borrower, (ii) shall, except as hereinafter providedif denominated in Dollars, at the option of the US Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii) if denominated in a Foreign Currency, at the option of the applicable Foreign Borrower, shall be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Revolving Loans or LIBO of such Foreign Currency, (iv) if Euro Rate Loans; provided , shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 1.09, (v) may be repaid and reborrowed in accordance with the provisions hereof, (vi) shall not exceed for any Lender at any time outstanding that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all Initial Term other Revolving Loans comprising made by such Lender and then outstanding and (y) the same Borrowing shall at product of (A) such Lender's Percentage and (B) the sum of (1) the aggregate amount of all times be Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the same Typeproceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (iii2) shall be made by each such Lender in that the aggregate principal amount Principal Amount of all Swingline Loans (exclusive of Swingline Loans which does not exceed are repaid with the Initial Term 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 at such time, and (before giving effect vii) shall not exceed for all Lenders at any time outstanding that aggregate Principal Amount which, when added to the termination thereof pursuant to Section 4.02(a)). Once repaidsum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, Initial Term 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 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 Revolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein and relying upon herein, the representations and warranties herein set forth, each Revolving Swingline Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and after the Closing Effective Date until the earlier of one Business Day and prior to the Initial Maturity Date for Initial Revolving Loans and Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject "Swingline Loans") to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to US Borrower, which Incremental Term Swingline Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Datemade and maintained in Dollars and as Base Rate Loans, (ii) [reserved]may be repaid and reborrowed in accordance with the provisions hereof, (iii) shallshall not exceed in aggregate Principal Amount at any time outstanding, except as hereinafter providedwhen 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 Revolving Loan Commitment at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 Typesuch time, and (iv) shall not exceed for any such Incremental Term Loan Lender in aggregate Principal Amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (x) 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 US 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' Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any 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 or (II) 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 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 incurrence thereofof the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans denominated in Dollars and constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche 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 on such date Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(b))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, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender hereby irrevocably agrees to make such Loan; provided that any exercise of such option shall not 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) affect in any manner the obligation amount of Borrower to repay such Loan in accordance the Mandatory Borrowing may not comply with the terms of this Agreement or Minimum Borrowing Amount otherwise required hereunder, (ii) excuse whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or relieve 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 US 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 its Commitment the US Borrower on or after such date and prior to make 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 such 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 not 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 the participation so made by 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 branch or Affiliateparticipation, 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 herein, (I) each Consenting Term Loan Lender severally agrees that, on the Restatement Effective Date, the Existing Term Loans made by such Consenting Term Loan Lender to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule 1.01 hereto under the heading “Continued Existing Term Loans” shall be continued (the “Existing Term Loan Continuation”) as term loans owing by the Borrower (each such term loan, a “Continued Existing Term Loan” and, collectively, the “Continued Existing Term Loans”), and (II) each Lender with a New Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a new term loan or term loans to the Borrower (each, a “New Term Loan” and, collectively, the “New Term Loans” and, together with the Continued Existing Term Loans, the “Restatement Effective Date Loans”), which Restatement Effective Date Loans (w) shall be denominated in Dollars, (x) in the case of New Term Loans, shall be made pursuant to one drawing on the Restatement Effective Date, (y) shall not exceed in aggregate principal amount for any Lender immediately prior to the incurrence of the New Term Loans, that amount which equals the sum of (1) the aggregate principal amount of Existing Term Loans subject to the Existing Term Loan Continuation as provided above and (2) the New Term Loan Commitment, if any, of such Lender as in effect on the Restatement Effective Date and (z) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Restatement Effective Date Loans and New Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Term Loans of the same Type. Once repaid, Restatement Effective Date Loans may not be reborrowed. (ii) In connection with the Existing Term Loan Continuation and the incurrence of New Term Loans pursuant to Section 2.01(a)(i), (x) the Interest Period applicable to each Borrowing of Existing Term Loans existing on the Restatement Effective Date immediately prior to the Existing Term Loan Continuation and maintained as Eurodollar Loans under the Existing Credit Agreement shall, simultaneously with the occurrence of the Existing Term Loan Continuation, be broken, (y) the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Restatement Effective Date Loans (after giving effect to the Existing Term Loan Continuation and the incurrence of New Term Loans pursuant to this Section 2.01(a)(i)) participate in each new Borrowing of Restatement Effective Date Loans on a pro rata basis (based upon the principal amount of the Restatement Effective Date Loans held by each such Lender (after giving effect to the Restatement Effective Date) and (z) the Borrower shall be obligated to pay to the respective Existing Lenders breakage or other costs of the type referred to in Section 1.11 of the Existing Credit Agreement (if any) incurred in connection with the Existing Term Loan Continuation and/or the actions taken pursuant to preceding clause (y) of this Section 2.01(a)(ii). (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a Delayed Draw Term Loan Commitment severally agrees to make an Initial a term loan or term loans (each a “Delayed Draw Term Loan Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower in Dollars, which Initial Delayed Draw Term Loans (i) shall be incurred by Borrower pursuant to a single drawing no more than two drawings made on or prior to the Closing Delayed Draw Termination Date, (ii) shallshall 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, one or more Borrowings of Base Rate Loans or LIBO Rate Eurodollar 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, and (iiiiv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Delayed Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Delayed Draw Borrowing Date. Once repaid, Initial Delayed Draw Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make a term loan or term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant added to a single drawing on the applicable Incremental Term Loan Borrowing Datethen outstanding borrowings of converted Loans as provided in Section 2.14(c), (ii) [reserved]shall be denominated in 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 into, Base Rate Loans or LIBO Rate Eurodollar Loans; , provided that 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 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 on the respective Incremental Term Loan Borrowing Date and (v) shall not exceed $75,000,000 in aggregate principal amount for such Tranche (before giving effect to the termination thereof on such date all Incremental Term Loans made by all Incremental Term Loan Lenders pursuant to Section 4.02(b))this Agreement and the various Incremental Term Loan Commitment Agreements. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (d) 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, : (a) each Dollar Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower Revolving Loans in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect Dollars to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and Borrower from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of during such Revolving Lender in accordance with the terms hereof, Dollar Lender’s Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to time during such Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇Lender’s Closing Date Multicurrency Commitment, (ii) the aggregate Revolving Commitment. Within Multicurrency Credit Exposure of all of the limits set forth above and subject to Multicurrency Lenders exceeding the terms, conditions and limitations set forth herein, Borrower may borrow, pay aggregate Multicurrency Commitments at such time or prepay and reborrow (iii) the Initial Revolving Loans.total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) Subject each Initial Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and upon (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect respect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each . The Term Commitment of each Term Lender may, at shall automatically terminate upon such Term Lender fully funding 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.Term Commitment. 52 Revolving Credit Agreement

The Commitments. (a) Subject to and upon On the terms and subject to the conditions set forth hereincontained in this Agreement and the Orders, each Revolving Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the each a “Initial Revolving LoansLoan”) to Borrower, at any time and the Borrower from time to time on and after any Business Day during the period from the Closing Date until the earlier of one Business Day prior to the Initial Maturity Revolving Termination Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will for all such loans by such Revolving Lender not result in to exceed such ▇▇▇▇▇▇Revolving Lender’s Revolving Exposure with respect Commitment; provided, however, that at no time shall any Revolving Lender be obligated to Initial make a Revolving Loan in excess of such Revolving Lender’s Revolving Percentage of the Available Credit, provided, further, that (i) during the period from the Closing Date until the Final Closing Date, the aggregate principal amount of Revolving Loans exceeding such ▇▇▇▇▇▇’s shall at no time exceed the Revolving Interim Availability Amount and (ii) at any time following the Final Closing Date Date, the aggregate principal amount of Revolving CommitmentLoans shall at no time exceed that aggregate principal amount of Revolving Loans permitted to be made to the Borrower pursuant to the Orders. Within the limits set forth above of the Revolving Commitment of each Revolving Lender, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1(a). (b) On the terms and subject to the terms, conditions contained in this Agreement and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth hereinOrders, each Term Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental a term loan (a “Term Loans Loan”) in Dollars to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing the Borrower on the applicable Incremental Closing Date in an amount not to exceed such Lender’s Term Loan Borrowing Date, (iiCommitment. Amounts borrowed under this Section 2.1(a) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one repaid or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans prepaid may not be reborrowed. (d) 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 hereinherein (including, without limitation, the conditions set forth in Section 7), each Lender with an Initial Term Loan a Commitment severally agrees to make an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Effective Date until the earlier of one Business Day and prior to the Initial Maturity Date for Initial Revolving Loans and Date, a revolving loan or revolving loans to each Borrower (each, a “Loan” and, collectively, the termination of the Closing Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving “Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make Incremental Term Loans to Borrower”), which Incremental Term Loans Loans: (i) shall be incurred pursuant to a single drawing on made and maintained in the applicable Incremental Term Loan Borrowing Daterespective Available Currency permitted for the Borrowers, as the case may be; (ii) [reserved], (iii) shall, except as hereinafter hereafter provided, shall, at the option of Borrowerthe Borrowers, be incurred and maintained as, and/or converted into as one or more Borrowings of Base Rate U.S. Dollar Loans, Australian Dollar Loans, Sterling Loans or LIBO Rate Euro Loans; provided that 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, ; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed for be made (and shall not be required to be made) by any such Incremental Term Loan Lender at in any time of any instance where the incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche thereof (before after giving effect to the termination use of the proceeds thereof on such the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. this Agreement) would cause (dx) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate the Individual Exposure of such Lender to make exceed the amount of its Commitment at such Loantime, (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 any exercise the outstanding amount of such option Loans made to the Australian Borrower shall not exceed the Australian Borrowing Limit at any time; and (iv) affect 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 15, be made by the Fronting Lender. (b) Notwithstanding anything to the contrary 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 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 (5) Business Days’ notice to the Borrowers (during which period the Co-Collateral Agents shall be available to discuss any manner such proposed Reserve with the obligation Borrowers) and during which such five Business Day period the Borrowers shall be unable to borrow an amount equal to such proposed Reserves; provided, further, that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of Borrower to repay such Loan mathematical calculations of the amount of the Reserves in accordance with the terms methodology of this Agreement calculation previously utilized (such as, but not limited to, Customer Credit Liabilities), or (ii2) excuse changes to Reserves or relieve any Lender from its Commitment to make any the establishment of additional Reserves if a Material Adverse Effect under clause (y) of the definition thereof has occurred or it would be reasonably likely that a Material Adverse Effect under clause (y) of the definition thereof would occur were such Loan Reserves not changed or established prior to the extent not so made by expiration of such branch or Affiliatefive Business Day period.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each an “Initial Term Loan” and collectively the “Initial Term Loans”) to the Borrower in an amount not more than such Lender’s Initial Term Loan to Borrower in DollarsCommitment, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shallshall be denominated in Dollars, and (iii) 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 Loans or LIBO Rate Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) 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 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 repaidrepaid or prepaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Loan Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Initial Borrowing Date until the earlier of one Business Day and prior to the Initial Revolving Loan Maturity Date for Initial Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans and (i) shall be denominated in Dollars, (ii) shall, at the termination option of the Closing 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 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 Commitment 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 such Revolving Lender one month which begins on the same day, (iii) may be repaid and reborrowed in accordance with the terms provisions hereof, in an aggregate principal amount and (iv) shall not exceed for any such Lender at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject aggregate principal amount which, when added to the termsproduct 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, conditions and limitations set forth hereinsimultaneously with the incurrence of, Borrower may borrow, pay or prepay and reborrow the Initial 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 from time to time severally agrees to make a term loan or term loans (each, an “Incremental Term Loans Loan” and, collectively, the “Incremental Term Loans” and, together with the Initial Term Loans, the “Term Loans”) to the Borrower, which Incremental Term Loans 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 incurred pursuant to a single drawing on Term Loans under the Tranche specified in the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], Commitment Agreement; (iii) shall, 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 into, Base Rate Loans or LIBO Rate Eurodollar Loans; , provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times shall, unless otherwise specifically provided herein, 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 Loan Commitment of such Lender (as set forth in the relevant Incremental Term Loan Lender for such Commitment Agreement) on the respective Incremental Term Loan Borrowing Date, (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 (before giving effect vi) shall not, except to the termination thereof on such date 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(b))this Agreement and the various Incremental Commitment Agreements. Once prepaid or repaid, Incremental Term Loans may not be reborrowed. (d) 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 Revolving Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term make, at any time and from time to time on or after the 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 Borrower in DollarsBorrower, which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall, except as hereinafter provided, at may be repaid and reborrowed in accordance with the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Typeprovisions hereof, and (iii) shall be made by each such not exceed for any Revolving Lender in at any time outstanding that aggregate principal amount which, when added to the product of such Revolving Lender’s RL Percentage and the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which does not exceed are repaid with the Initial Term proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Revolving Lender on the Closing Date at such time, and (before giving effect iv) shall not exceed an aggregate principal amount at any time outstanding, when added to the termination thereof pursuant to Section 4.02(a)). Once repaidaggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, Initial Term Loans may not be reborrowedand simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, the Total Revolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving DDTL Lender with a Closing severally agrees to make, on or after the Effective Date Revolving Commitment agreesand prior to the Delayed Draw-Down Term Loan Maturity Date, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies delayed draw-down term loans (each, a “Delayed Draw-Down Term Loan” and collectively, the “Initial Revolving Delayed Draw-Down Term Loans”) to BorrowerBorrower in an aggregate principal amount not to exceed such DDTL Lender’s respective Delayed Draw-Down Term Loan Commitment, at any time which Delayed Draw-Down Term Loans (i) shall be denominated in Dollars, (ii) shall not be revolving and from time to time on amounts repaid may not then be reborrowed, and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in (iii) shall not exceed an aggregate principal amount at any time outstanding that will not result in the total Delayed Draw-Down Term Loan Commitment at such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loanstime. (c) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with an Incremental Term Loan Commitment may, in its sole discretion, make, at any time and from time to time severally agrees on or after the Effective Date and prior to make Incremental Term Loans the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to Borrower, which Incremental Term Swingline Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Datedenominated in Dollars, (ii) [reserved]may be repaid and reborrowed in accordance with the provisions hereof, (iii) shallshall not exceed an aggregate principal amount at any time outstanding, except as hereinafter providedwhen combined with the aggregate principal amount of all Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) then outstanding at such time, an amount equal to the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall Total Revolving Loan Commitment at all times consist of Incremental Term Loans of the same Typesuch time, and (iv) shall not exceed for any such Incremental Term Loan Lender an aggregate principal amount at any time of any incurrence thereof, outstanding the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect Maximum Swingline Amount. Notwithstanding anything to the termination thereof on such date contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not make any Swingline Loans at a time when a Lender Default exists with respect to any Revolving Lender unless (x) the Swingline Lender has entered into arrangements satisfactory to it and Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s obligation to purchase participations in outstanding Swingline Loans pursuant to Section 4.02(b1.01(d)). Once repaid, Incremental Term including by cash collateralizing such Defaulting Lender’s RL Percentage of the outstanding Swingline Loans may and/or (y) the reallocation contemplated by Section 4.02(c) shall have been effected to the extent necessary to eliminate such risk, and (ii) the Swingline Lender shall not be reborrowedmake any Swingline Loan after it has received written notice from Borrower or the Required Revolving 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 Revolving Lenders. (d) Each On any Business Day, the Swingline Lender may, at in its optionsole discretion, make give notice to the Revolving 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 (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving 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 10) and the proceeds thereof shall be applied directly by causing any domestic or foreign branch or Affiliate of such the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make such Loan; provided that any exercise of such option shall not 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) affect in any manner the obligation amount of Borrower to repay such Loan in accordance the Mandatory Borrowing may not comply with the terms of this Agreement or Minimum Borrowing Amount otherwise required hereunder, (ii) excuse whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or relieve 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 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 its Commitment Borrower on or after such date and prior to make 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 RL Percentages (determined before giving effect to any such 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 not so made by attributable to the purchased participation, shall be payable to the participant from and after such branch or Affiliatedate 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 hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a Term Loan Commitment severally agrees to make an Initial a term loan or term loans (each a "Term Loan Loan" and, collectively, the "Term Loans") to Borrower in Dollarsthe Borrower, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shallshall 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, one or more Borrowings of Base Rate Loans or LIBO Rate Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) 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, 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 Initial Term 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, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein and relying upon the representations and warranties herein set forthherein, each Revolving Lender with a Closing Date Revolving Loan Commitment agrees, severally and not jointly, agrees to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrowermake, at any time and from time to time on and or after the Closing Initial Borrowing Date until the earlier of one Business Day and prior to the Initial Final Maturity Date for Initial Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans and (i) shall be denominated in Dollars, (ii) shall, at the termination option of the Closing 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 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 Commitment 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, with the first such Revolving Lender Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, (iii) may be repaid and reborrowed in accordance with the terms provisions hereof, in an aggregate principal amount and (iv) shall not exceed for any such Lender at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject aggregate principal amount which, when added to the termsproduct of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all WC Letter of Credit Outstandings (exclusive of WC Unpaid Drawings which are repaid with the proceeds of, conditions and limitations set forth hereinsimultaneously with the incurrence of, Borrower may borrow, pay or prepay and reborrow the Initial 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, each the Swingline Lender with an Incremental Term Loan Commitment agrees to make, at any time and from time to time severally agrees on or after the Initial Borrowing Date and prior to make Incremental Term Loans the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Incremental Term Swingline Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Dateand maintained as Base Rate Loans, (ii) [reserved]shall be denominated in Dollars, (iii) shallmay be repaid and reborrowed in accordance with the provisions hereof, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 not exceed for any such Incremental Term Loan Lender in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of any all Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence thereofof, the Incremental Term respective incurrence of Swingline Loans) then outstanding and the aggregate amount of all WC Letter of Credit Outstandings (exclusive of WC 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 (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 RL Lender's or Defaulting RL Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting RL Lender's or Defaulting RL 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 Incremental Term Loan Lender for such Tranche (before giving effect to Default or Event of Default by the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedRequired Lenders. (d) Each On any Business Day, the Swingline Lender may, at in its optionsole discretion, make 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 causing any domestic or foreign branch or Affiliate of such the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make such Loan; provided that any exercise of such option shall not 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) affect in any manner the obligation amount of Borrower to repay such Loan in accordance the Mandatory Borrowing may not comply with the terms of this Agreement or Minimum Borrowing Amount otherwise required hereunder, (ii) excuse whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or relieve 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 its Commitment the Borrower on or after such date and prior to make 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 such 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 not so made by attributable to the purchased participation, shall be payable to the participant from and after such branch or Affiliatedate 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 an Initial Term Loan Commitment severally agrees to make Syndicated Loans to ODEC from time to time during the Availability Period in an Initial Term Loan to Borrower aggregate principal amount that will not result in Dollars(a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the aggregate Revolving Credit Exposures plus the aggregate outstanding principal amount of all Competitive Loans exceeding the total Commitments; provided that it is understood and agreed that, which Initial Term Loans (i) shall be incurred by Borrower pursuant prior to a single drawing on the Closing Effective Date, certain loans were previously made to ODEC under the Existing Credit Agreement which remain outstanding as of the Effective Date (any such outstanding loans, the “Existing Loans”), (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term 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, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein in this Agreement, ODEC and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Lenders agree that on the Effective Date Revolving Commitment of such Revolving 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 with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and but subject to the termssatisfaction of the reallocation and other transactions described in Section 1.06, conditions any Existing Loans, except for the Repaid Existing Loans, shall be re-evidenced as Loans under this Agreement, the terms of any such Existing Loans shall be restated in their entirety and limitations set forth hereinshall be evidenced by this Agreement, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (ciii) Subject subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and agrees to purchase, on the Effective Date, from any Lender under the Existing Credit Agreement (other than any Departing Lenders) such Existing Loans (which, following such purchase, shall be Loans hereunder) and to make Incremental Term additional Loans to Borrower, which Incremental Term ODEC as is necessary to cause each such L▇▇▇▇▇’s outstanding Loans (i) shall be incurred pursuant hereunder to a single drawing reflect such L▇▇▇▇▇’s Applicable Percentage of the aggregate Commitments on the applicable Incremental Term Loan Borrowing Effective Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at . Within the option of Borrower, be incurred foregoing limits and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 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 (before giving effect subject to the termination thereof on such date pursuant to Section 4.02(b)). Once repaidterms and conditions set forth herein, Incremental Term Loans ODEC may not be reborrowedborrow, repay and reborrow Syndicated Loans. (d) 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 an Initial Term Loan Commitment severally agrees to make an Initial Term make, at any time and from time to time on or after the 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 Borrower in DollarsBorrower, which Initial Term Revolving Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall, except as hereinafter provided, at may be repaid and reborrowed in accordance with the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Typeprovisions hereof, and (iii) shall be made by each such Lender not exceed in that aggregate principal amount which does not exceed at any time the Initial Term 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, Initial Term Loans may not be reborrowedCommitment. (b) Subject to and upon the terms and conditions set forth herein and relying upon herein, Lender agrees to make, on the representations and warranties herein set forthEffective Date, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in Dollars or in one or more Alternative Currencies single term loan (the “Initial Revolving LoansRepurchase Term Loan”) to BorrowerBorrower which Repurchase Term Loan (i) shall be denominated in Dollars, at any time (ii) is not revolving and from time to time on amounts repaid may not then be reborrowed, and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the Closing Date Revolving Commitment of such Revolving Lender (iii) shall not exceed in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving the Repurchase Term Loan Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental agrees to make, on or after the Effective Date and prior to the Delayed Draw-Down Term Loan Commitment from time to time severally agrees to make Incremental Maturity Date, one or more term loans (each a “Delayed Draw-Down Term Loans to BorrowerLoan” and collectively, the “Delayed Draw-Down Term Loans”) which Incremental Delayed Draw-Down Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Datedenominated in Dollars, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, is not revolving and amounts repaid may not then be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that 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 Typereborrowed, and (iviii) shall not exceed for any such Incremental Term Loan Lender in aggregate principal amount at any time of any incurrence thereof, the Incremental Delayed Draw-Down Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowedCommitment. (d) 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.