Common use of The Commitments Clause in Contracts

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein: (a) , each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower make, at any time and from time to time during on or after the Availability Period in an aggregate principal amount that will not result in Initial 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 the Borrower, which Revolving Loans (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitmentshall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the aggregate option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Dollar Credit Exposure of Loans comprising the same Borrowing shall at all times be of the Lenders exceeding the Dollar Commitmentssame Type, or (iii) may be repaid and reborrowed in accordance with the total Covered Debt Amount exceeding provisions hereof, (iv) 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 then at such time (based on the Borrowing Base Certificate last delivered) and (v) in effect;the case of any Borrowing of (A) Euro 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 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) each Multicurrency Lender severally agrees Subject 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 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 (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 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 Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid to eliminate the Swingline Lender’s risk with respect to the Term 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. (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 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 Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender 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 reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(p) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event the Borrower is unable to comply with (i) the Borrowing Base limitations set forth in Sections 2.01(a) or (ii) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Term Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Commitment of each Term Lender at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrower shall automatically terminate upon such Term Lender fully funding its Term Commitmenthave 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 (a) The Revolving Credit Commitments. (i) On the terms and subject to the conditions set forth herein: (a) contained in this Agreement, each Dollar Revolving Credit Lender severally agrees to make Revolving Loans loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s period from the Restatement Effective Date until the 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 a Term Loan in Dollars to the Borrower on the First Amendment Effective Termination Date in an aggregate principal amount (i) up at any time outstanding for all such loans by such Revolving Credit Lender not to but not exceeding exceed such Term Lender’s Initial Revolving Credit Commitment; provided, however, that at no time shall (A) any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Revolving Credit Lender’s Ratable Portion of the Maximum Revolving Credit and (B) the amount of the Revolving Credit Outstandings plus the Term Outstandings exceed the Maximum Credit. Within the limits 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 from and after the Restatement Effective Date, all Existing Revolving Loans shall continue as Revolving Loans hereunder. (ii) that will not result Subject to the limitations set forth below (and notwithstanding anything to the contrary 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 CommitmentsSection 4.2), in each case by written notice to the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no later than ten (10) Business Days before obligation), to make Revolving Loans to the date 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 the proposed reallocationAdministrative Agent, in form reasonably satisfactory to its Permitted Discretion, deems necessary or desirable for the Administrative Agent and with purposes specified in the written consent definition of any Lender whose commitment is being reallocated; provided that any such reallocation (i) “Protective Advances”. Any Protective Advance may not be made during in a principal amount that would cause 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 aggregate Revolving Dollar 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 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 Protective Advance on any one occasion shall not obligate the 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 to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(a)(iii). (iii) Upon the making of a 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 Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Dollar Commitments or cause Applicable Percentage. From and after the date, if any, on which any Revolving Credit Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Credit Lender, such Revolving Credit Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount Applicable Percentage 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 payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in an amount necessary respect of 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentProtective Advance.

The Commitments. Subject to the terms and conditions set forth herein:herein (including Section 2.08(f)): (a) each Dollar Lender severally agrees to make Revolving 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, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency 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, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each Term Lender severally agrees to make a Term Loan Loans in Dollars to the Borrower on the First Amendment 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) up to but not the aggregate principal amount of Term Loans held by such Term Lender exceeding such Term Lender’s Initial Term Commitment and Commitment, (ii) that will not result in 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; 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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to The Borrower may not reborrow any portion of the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoan that is prepaid.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Revolving Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in exceeding (i) such Lender▇▇▇▇▇▇’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Commitment and (ii) as to all Lenders, the aggregate Total 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;Commitment at such time; and (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 a Term Loan in Dollars loans to the Borrower (each, a “Term Loan”) on the First Initial Borrowing Date or, in the case of the Reset Amendment Effective Date Lenders that are Term Lenders, on the Reset Amendment Closing Date, in each case in an aggregate principal amount (i) at any one time outstanding up to but not exceeding (i) such Term Lender’s Initial Term Commitment and (ii) that will not result in as to all Term Lenders, the total Covered Debt Amount exceeding the Borrowing Base then in effect; andTotal Term Commitment at such time. (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 Within 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 other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans once repaid, may not be reborrowed. (d) 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) of 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, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Dollar Loans in Dollars to the 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 CommitmentSubcommitment with respect to such Borrower, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, Commitments or (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect;effect for such Borrower; and (b) each Multicurrency Lender severally agrees to make Revolving Multicurrency Loans in Dollars or in any Agreed Foreign Currency to the 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 CommitmentSubcommitment with respect to such Borrower, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect; effect for such Borrower, (c) each 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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (div) 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 aggregate amount 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, of all of the Lenders denominated in a Foreign Currency exceeding 50% of the total Commitments hereunder or (iv) 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 aggregate amount of the then outstanding Dollar Loans Revolving Multicurrency Credit Exposure of all of the Lenders denominated in AUD and Multicurrency Loans and (iii) NZD exceeding 20% of 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 prepaymenttotal Commitments hereunder. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect Loans made to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentBorrower.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 [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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees Subject 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 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 (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 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 Borrower may borrowClosing Date, prepay (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and reborrow Revolving maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO RateTerm SOFR Loans. Amounts repaid or prepaid with respect ; 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. The Term . (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 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 automatically terminate upon not (i) affect in any manner the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender fully funding from its Term CommitmentCommitment 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) 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 Dollar Lenders exceeding the aggregate Dollar Commitments, 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 or and in any Agreed Foreign Currency 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, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Amendment Initial Term Loan Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 First Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (i) Subject to the terms and conditions set forth herein: (a) herein and in the Amendment and Restatement Agreement No. 1, 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 Rollover Initial Term Lender severally agrees agreed to make exchange its Exchanged Term Loans for a like principal amount of Initial Term Loan in Dollars to the Borrower Loans on the First Amendment Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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 CommitmentsDate. 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 Subject to the terms and conditions set forth hereinherein 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 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 Borrower may borrowFirst 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, prepay including as modified by the Amendment and reborrow Revolving 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 denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans. Amounts repaid or prepaid with respect , 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 (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (ii) Subject to the terms and conditions set forth herein and in Amendment No. The 3, each Rollover Term B-2 Lender severally agrees to exchange its 2024 Exchanged Term Loans for a like principal amount of Term B-2 Loans on the Amendment No. 3 Effective Date. Subject to the terms and conditions set forth herein and in Amendment No. 3, each Additional Term B-2 Lender severally agrees to make an Additional Term B-2 Loan (which shall be considered an increase to (and part of) the Term B-2 Loans) to the Lead Borrower on the Amendment No. 3 Effective Date in the principal amount equal to its Additional Term B-2 Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.on the Amendment No. 3

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 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 (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 upon the terms and conditions set forth herein, (x) each RL Lender severally agrees, at any time and from time to time during the Borrower may borrowRevolving Credit Period, prepay to make a revolving loan or revolving loans, which revolving loans shall be made and reborrow 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 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, 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 “Alternate Currency Revolving Loan “ and, collectively, the “Alternate Currency Revolving Loans “) (with the revolving loans made to the various Borrowers pursuant to this Section 2.01 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 U.S. 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 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 made by each Canadian 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), 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, 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, (A) 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, 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 Revolving Loan was incurred, and provided, further, that for purposes of calculating the Leverage Ratio pursuant to this clause (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 applications of proceeds of such Credit Event (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. Amounts repaid or prepaid Notwithstanding the foregoing, in the event a Lender Default exists, the Canadian Lenders shall not 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 Term participation arrangements set forth in Section 2.17 of the Defaulting Lender or Lenders, which may include cash collateralizing such Defaulting Lender’s or Lenders’ RL Percentage of the outstanding Canadian Revolving Loans. All Canadian Revolving Loans may shall constitute the several, and not be reborrowed. The Term Commitment joint or joint and several, obligations of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentthe Canadian Revolving Loan Borrowers.

The Commitments. Subject to the terms and conditions set forth herein: (a) , 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 Initial 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 a Term Loan in Dollars to the Borrower on the First Amendment Effective Date 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 an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment connection with the Transactions and (ii) Loans at any time and from time to time (but not more than two times) after the Initial Closing Date until and including the Availability Termination Date to provide funding for additional consideration, fees and expenses that will not result are then payable or are reasonably expected to be payable in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and connection with (dx) the Borrower may reallocate all or a portion purchase of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of Target Shares tendered during any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice subsequent offering period pursuant to the Administrative Agent no later than ten Acquisition Documents (10if applicable) Business Days and (y) the consummation of the Merger (it being understood that the remaining Commitments may be drawn in full on or before the date of Availability Termination Date to provide funding for the proposed reallocationabove described additional consideration, in form reasonably satisfactory fees and expenses whether or not such amounts are then due and payable); provided, that after giving effect to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any each such reallocation Loan: (a) (i) may not be made during with respect to 3-Year Tranche Loans, 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 outstanding principal amount of such 3-Year Tranche Loan made by each 3-Year Tranche Lender would not exceed such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed 3-Year Tranche Commitment in effect immediately prior to be converted to an increase in making such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof3-Year Tranche Loan , (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency with respect to 5-Year A Tranche 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 outstanding principal amount of the then outstanding Dollar Loans and Multicurrency Loans 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) the Borrower shall pay with respect 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 herein5-Year B Tranche Loans, the Borrower may borrow, prepay outstanding principal amount of such 5-Year B Tranche Loan made 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 reborrow Revolving (b) the aggregate principal amount of all such Loans then outstanding would not exceed the Total Commitment in effect immediately prior to making such Loans. Amounts All Loans shall be denominated in dollars. Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 effecteffect or (iv) the aggregate Revolving Multicurrency Credit Exposure denominated in the Specified Agreed Foreign Currencies exceeding the Specified Multicurrency Sublimit; (c) each Initial Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) each Fourth Amendment Effective Date Term Lender severally agrees to make a Term Loan in Dollars to 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, on the Fourth Amendment Effective Date 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 an aggregate principal amount (i) may up to but not be made during the five (5) Business Days prior to the exceeding such Term Lender’s Fourth Amendment Effective Date Term Loan Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall that will 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) result in the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase total Covered Debt Amount exceeding the Borrowing Base then 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 prepaymenteffect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (a) Subject to the terms and conditions set forth herein:in Section 10, (a1) each Dollar Lender of the Commitment Parties, severally and not jointly, agrees to make Revolving Loans subscribe for, in Dollars accordance with Section 1(d)(1), and purchase, in accordance with Section 1(g), the Rights Offering Equity Interests allocated to such Commitment Party in the Borrower from time to time during the Availability Period Rights Offering, 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) each case at the aggregate Revolving Dollar Credit Exposure of all purchase price therefor based upon the Per Equity Interest Price; and (2) each of the Lenders exceeding Backstop Parties, severally and not jointly, agrees to purchase, in accordance with Section 1(g), its Backstop Commitment Percentage of the Dollar Commitments, or (iii) Unsubscribed Equity Interests at the total Covered Debt Amount exceeding aggregate purchase price therefor based upon the Borrowing Base then in effect;Per Equity Interest Price. (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency As consideration for the Backstop Commitments and the other undertakings of the Backstop Parties herein, the Company will pay to the Borrower from time to time during Backstop Parties, in the Availability Period 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 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 not result in (ia) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitmentauthorizes 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, (iib) authorizes the aggregate Revolving Multicurrency Credit Exposure of all of Backstop Commitment Premium, the Lenders exceeding Transaction Expenses (as defined below), the Multicurrency Commitments, or (iii) Termination Payment Amount and the total Covered Debt Amount exceeding the Borrowing Base then indemnification provisions contained in effect; this Agreement and (c) each Term Lender severally agrees to make a Term Loan in Dollars to provides that the Borrower on Backstop Commitment Premium, the First Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment Transaction Expenses, the Termination Payment Amount and (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 indemnification provisions contained herein shall constitute allowed administrative expenses of the proposed reallocationDebtors’ 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, in form reasonably satisfactory to the Administrative Agent Transaction Expenses, the Termination Payment Amount and with the written consent indemnification provided herein are integral parts 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 transactions contemplated by this Agreement and, without these provisions, the Commitment Termination Date Parties would not have entered into this Agreement. For purposes of this Agreement, “ Qualified Affiliate” means, with respect to any Backstop Party 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 CommitmentsCommitment Party, as applicable, shall be deemed to be converted to an increase in any investment fund, account or other investment vehicle that is controlled, managed, advised or sub-advised by such Multicurrency Commitments Backstop Party or Dollar CommitmentsCommitment Party, as applicable, for all purposes hereofor if such Backstop Party or Commitment Party is an investment fund, (ii) each Revolving Lender shall purchase account or sell Dollar Loans and/or Multicurrency Loansother investment vehicle, the Person that controls, manages, advises or sub-advises such Backstop Party or Commitment Party, 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 Dollar Lenders exceeding the aggregate Dollar Commitments, 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 or and in any Agreed Foreign Currency 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, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (a) Subject to the terms and conditions set forth herein: (a) herein and in the Amendment and Restatement Agreement No. 1, each Dollar 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 Lender severally agrees to make Revolving Loans in Dollars an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrower from time Borrowers pursuant to time during a single drawing on the Availability Period First Restatement Effective Date in an aggregate the 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, 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 not result in constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitmentshall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the aggregate Revolving Dollar Credit Exposure of all option of the Lenders exceeding Lead Borrower, 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 Initial Term Loans comprising the Dollar Commitments, or 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 did not exceed the total Covered Debt Amount exceeding Initial Term Loan Commitment of such Lender on the Borrowing Base then in effect;First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (b) each Multicurrency Lender severally agrees Subject 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 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 (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 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 Loan” and, collectively, the Borrower may borrow, prepay and reborrow Revolving “Incremental Term Loans. Amounts repaid or prepaid with respect ”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing 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 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. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of 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. The 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 shall automatically terminate upon holding such Incremental Term Lender fully funding its Loans on and after the 2021 Incremental Term CommitmentLoans 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. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Revolving Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a "Revolving Loan") from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in exceeding (i) such Revolving Lender’s 's Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Commitment and (ii) as to all Revolving Lenders, the aggregate Total 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;Commitment at such time; and (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 a Term Loan in Dollars loans to the Borrower (each, a "Term Loan") on the First Amendment Effective Date Closing Date, in an aggregate principal amount (i) at any one time outstanding up to but not exceeding (i) such Term Lender’s Initial 's Term Commitment and (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 Term Lenders, the Total Term Commitment at such purchases and sales, each time. Each such borrowing of a 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 Loan on any single day is referred to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 herein as a result "Revolving Borrowing"; and each such borrowing of any resulting prepaymenta Term Loan on the Closing Date is referred to herein as a "Term Borrowing". Revolving Borrowing and Term Borrowing are referred to herein collectively as "Fundings". Within the foregoing such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans once repaid, 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) of 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, the "Future Funding Reserve Loan"), but only to the extent that its Percentage Share of the Unfunded Amount does not exceed its Undrawn Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term 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 shall automatically terminate upon such Term Lender fully funding its Term Commitmentbe required to make any Revolving Loans after the end of the Commitment Period.

The Commitments. Subject to the terms and conditions set forth herein: , (a) each Dollar Lender severally agrees to make Revolving Dollar 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, (iii) the aggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Commitments, or (iiiiv) the total Covered Debt Amount exceeding the Borrowing Base then in effect; , and (b) each 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 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 Multicurrency Dollar Commitments, (iii) the aggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Commitments, or (iiiiv) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving 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 (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) of all of the Dollar Lenders exceeding the aggregate Dollar Commitments, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency 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 (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each 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 (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 within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Class A-R Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “Class A-R Loan”) from time to time on any Business Day during the Availability Period period beginning on and including the Closing Date through the end of the Class A-R Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Class A-R Lender’s Class A-R Commitment and (ii) as to all Class A-R Lenders, the Total Class A-R Commitment at such time; (b) the Swingline Lender agrees to make loans to the Borrower (each, a “Swingline Loan” and, together with the Class A-R Loans, the “Revolving Loans”) from time to time on any Business Day during the period beginning on and including the Closing Date until the date that is five Business Days prior to the end of the Class A-R Commitment Period (the “Swingline Facility End Date”), in each case in an aggregate principal amount at any one time outstanding that will not result in either (i) such Lender’s Revolving Dollar Credit Exposure the aggregate principal amount of all outstanding Swingline Loans exceeding such Lender’s Dollar Commitment, $25,000,000 or (ii) the aggregate Revolving Dollar Credit Exposure principal amount of all of the Lenders outstanding Revolving Loans (including such Swingline Loan and all other then-outstanding Swingline Loans) 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 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 Total Class A-R Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base as then in effect; and (dc) each Class A-T Lender severally agrees to make loans to the Borrower may reallocate all or (each, a portion of any “Class A-T Loan”) on the Closing Date in an aggregate principal amount equal to the amount set forth opposite such Class A-T Lender’s Dollar Commitments name on the signature pages hereto. Each such borrowing of a Class A-R Loan on any single day is referred 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 herein as a result “Class A-R Borrowing”; each such borrowing of a Swingline Loan on any resulting prepaymentsingle day is referred to herein as a “Swingline Borrowing”; the borrowing of a Class A-T Loan on the Closing Date is referred to herein as the “Class A-T Borrowing”. Class A-R Borrowings and Swingline Borrowings are referred to herein collectively as “Revolving Borrowings”. Revolving Borrowings and Class A-T Borrowings are referred to herein collectively as “Borrowings”. Within the foregoing such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow, ) Revolving Loans under this Section 2.1 and prepay and reborrow Revolving LoansLoans under Section 2.7; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Amounts Class A-T Loans once repaid or prepaid with respect to the Term Loans may not be reborrowed. Each Class A-R Lender severally agrees, on the last day of the Class A-R Commitment Period, to make a Class A-R Loan (and the Borrower hereby directs that such Class A-R 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 Loan is made (such Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share of the Unfunded Amount does not exceed its unfunded Class A-R Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the such Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result in (i) such LenderL▇▇▇▇▇’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein:herein (including Section 2.07(f)): (a) 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;; and (c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Amendment Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) , provided that such Term Loans may be effected by book entry to the extent such Term Loans were extended to 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 under 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 Existing Credit Agreement and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may have 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 prepaymentbeen repaid. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the aggregate Dollar CommitmentsCommitments at such time, or (iii) the total 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 Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the such Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency CommitmentsCommitments at such time, or (iii) the total 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; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Revolving Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount 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 CommitmentsCommitments 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 Lender▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure 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 CommitmentsCommitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Multicurrency Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Multicurrency Lenders and the 2028 Revolving Multicurrency Lenders; (c) each 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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect[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 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 (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) 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 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Revolving Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in exceeding (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Commitment and (ii) as to all Lenders, the aggregate Total 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;Commitment at such time; and (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 a Term Loan in Dollars loans to the Borrower (each, a “Term Loan”) on the First Amendment Effective Initial Borrowing Date in an aggregate principal amount (i) at any one time outstanding up to but not exceeding (i) such Term Lender’s Initial Term Commitment and (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 Term Lenders, the Total Term Commitment at 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 prepaymenttime. Within the foregoing such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans once repaid, 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) of 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, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees Subject 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 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 (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 upon the terms and conditions set forth herein, each Lender with a Vessel Loan Commitment severally agrees to make Vessel Loans to the Borrower Borrower, which Vessel Loans: (i) may borrowonly be incurred pursuant to a single drawing on the Vessel Loan Borrowing Date relating to a Collateral Vessel, prepay which shall occur in each case on or after the Closing Date and reborrow Revolving Loansprior to the Vessel Loan Termination Date, (ii) shall be denominated in Dollars and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Vessel Loan Commitment of such Lender on the relevant Vessel Loan Borrowing Date (determined before giving effect on such Vessel Loan Borrowing Date to the termination thereof on such date pursuant to Section 3.03). Amounts repaid or prepaid Notwithstanding the foregoing, in no event will the principal amount of the Vessel Loans made on the Vessel Borrowing Date in respect of a Collateral Vessel exceed the lesser of (A) the applicable amount set forth opposite the Collateral Vessel with respect to which Vessel Loans are made on the Term Borrowing Date (a “Relevant Vessel”) under the heading “Maximum Vessel Loan Amount” in Schedule VI hereto and (B) 60% of the Appraised Value of the Relevant Vessel as determined in accordance with the Appraisals delivered in connection with the Collateral and Guaranty Requirements for such Relevant Vessel. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Scrubber Loan Commitment severally agrees to make Scrubber Loans to the Borrower, which Scrubber Loans: (i) may only be incurred pursuant to a single drawing on the Scrubber Loan Borrowing Date relating to a Collateral Vessel, which shall occur in each case on or after the Effective Date and prior to the Scrubber Loan Termination Date for such Collateral Vessel, (ii) shall be denominated in Dollars and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Scrubber Loan Commitment of such Lender on the relevant Scrubber Loan Borrowing Date (determined before giving effect on such Scrubber Loan Borrowing Date to the termination thereof on such date pursuant to Section 3.03). Notwithstanding the foregoing, in no event will the principal amount of the Scrubber Loans made on the Scrubber Loan Borrowing Date in respect of a Collateral Vessel exceed the least of (A) the applicable amount set forth opposite the Collateral Vessel under the heading “Maximum Scrubber Loan Amount” in Schedule VI hereto, (B) 60% of the invoiced equipment, installation and commissioning costs of the scrubbers on such Collateral Vessel, and (C) an amount which when aggregated with the part of the Total Commitments previously borrowed, repaid or cancelled under the Vessel Loans in respect of such Collateral Vessel, does not exceed 60% of the Appraised Value of such Collateral Vessel as determined in accordance with the Appraisals delivered under Section 5.04(e). (c) Once repaid, Loans incurred hereunder may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Revolving Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in exceeding (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Commitment and (ii) as to all Lenders, the aggregate Total 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;Commitment at such time; and (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 a Term Loan in Dollars loans to the Borrower (each, a “Term Loan”) on the First Amendment Effective Date Initial Borrowing Date, in each case in an aggregate principal amount (i) at any one time outstanding up to but not exceeding (i) such Term Lender’s Initial Term Commitment and (ii) that will as to all Term Lenders, the Total Term Commitment at such time. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, 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 in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and of clause (b) or (d) of the definition thereof) to make a Revolving Loan (and the Borrower may reallocate all or a portion hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of any Lender’s Multicurrency Commitments to Dollar Commitmentsthe date such Revolving Loan is made (such Revolving Loan, in each case by written notice the “Future Funding Reserve Loan”), but only to the Administrative Agent no later than ten (10) Business Days before extent that its Percentage Share 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 the foregoing provisions of this Section 2.1 or any other provision herein or in any other Loan Document to the contrary, from and after the date of the proposed reallocationoccurring 75 days after any Key Person Trigger, 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 no Borrowings shall 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 under this Agreement unless Approved Replacements have been approved 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 accordance with the definition 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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“Key Person Event”.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees Subject 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 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 (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 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 Borrower may borrow, prepay and reborrow Revolving “Initial Term Loans. Amounts repaid or prepaid with respect ”) to the Borrower, which Initial Term Loans: (i) may only be incurred pursuant to a single drawing on the Borrowing Date relating to an Initial Term Loan Vessel, which shall occur in each case on or after the Closing Date and prior to the Initial Term Loan Commitment Termination Date for such Initial Term Loan Vessel; provided that the Initial Borrowing Date shall occur on or prior to June 30, 2016; (ii) shall be denominated in Dollars and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the relevant Borrowing Date (determined before giving effect on such Borrowing Date to the termination thereof on such date pursuant to Section 3.03). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. The . (b) Subject to Section 2.13 and the other terms and conditions set forth herein, each Lender with an Upsize Loan Commitment severally agrees to make Upsize Loans to the Borrower, which Upsize Loans: (i) may be incurred pursuant to a single drawing on any Borrowing Date relating to the Upsize Loan Vessel which shall occur on or after the Closing Date and prior to the Upsize Loan Availability Termination Date; provided that the Initial Borrowing Date shall occur on or before June 30, 2016, (ii) shall be incurred pursuant to a Tranche of Upsize Loans separate from the Tranche of Initial Term Loans and (iii) shall be made by each such Lender in an aggregate principal amount equal to the Upsize Loan Commitment of each such Lender under the relevant Tranche on the relevant Borrowing Date (determined before giving effect to the termination thereof on such date pursuant to Section 3.03). Once repaid, Upsize Loans incurred hereunder may not be reborrowed. (c) Notwithstanding the foregoing, in no event will the principal amount of the Loans made on any Borrowing Date in respect of a Collateral Vessel exceed the lesser of (A) 60% of the Appraised Value of such Collateral Vessel with respect to which Loans are made on such Borrowing Date (a “Relevant Vessel”) and (B) (x) in the case of any Initial Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoan Vessel, $37,500,000 or (y) in the case of the Upsize Loan Vessel, $35,000,000.

The Commitments. Subject to the terms and conditions set forth hereof and in reliance upon the representations, warranties and covenants of the Borrower herein, each Bank agrees, severally and not jointly, to make the following loans: (a) On the terms and subject to the conditions hereof, each Dollar Lender Bank severally agrees to make Revolving Loans in Dollars to the Borrower on a revolving basis at any time and from time to time during from 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 Closing Date to the Borrower from time to time Termination Date, 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 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 (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, which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof, provided, that no Revolving Loan will be made in any amount which, after giving effect thereto, would cause the Total Outstandings (after application of the Revolving Loan to pay an outstanding Swing Line Loan) to exceed the Aggregate Revolving Commitment Amounts. Revolving Loans hereunder shall be made by the several Banks ratably in the proportion of their respective Revolving Commitment Amounts. Revolving Loans may be obtained and maintained, at the election of the Borrower but subject to the limitations hereof, as Base Rate Advances or Term SOFR Advances or any combination thereof. (b) On the terms and subject to the conditions hereof, the Swing Line Bank severally agrees to make Swing Line Loans to the Borrower on a revolving basis at any time and from time to time from the Closing Date to the Termination Date, during which period the Borrower may borrow, repay and reborrow in accordance with the provisions hereof, provided, that no Swing Line Loan will be made in any amount which, after giving effect thereto, would cause the Total Outstandings to exceed the Aggregate Revolving Commitment Amounts, and provided, further that the total outstanding Swing Line Loans shall not exceed the Swing Line Commitment Amount. Swing Line Loans shall be Daily Term SOFR Advances. "During such time as there shall only be one Bank or there is more than one Bank and there is a Defaulting Bank, the Swing Line Bank shall not make Swing Line Loans, and all Loans shall be borrowed as Revolving Loans. Amounts repaid If one or prepaid with respect more other Banks are added, the Swing Line Bank shall, by notice to the Term Borrower, make Swing Line Loans may not available as promptly as practicable after addition of such other Banks. Availability of Swing Line Loans shall be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon suspended at such Term Lender fully funding its Term Commitmenttimes as there is only one Bank.

The Commitments. Subject to the terms and conditions set forth hereof and in reliance upon the representations, warranties and covenants of the Borrower herein, each Bank agrees, severally and not jointly, to make the following loans: (a) On the terms and subject to the conditions hereof, each Dollar Lender Bank severally agrees to make Revolving Loans in Dollars to the Borrower on a revolving basis at any time and from time to time during from 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 Closing Date to the Borrower from time to time Termination Date, 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 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 (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, which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof, provided, that no Revolving LoansLoan will be made in any amount which, after giving effect thereto, would cause the Total Outstandings (after application of the Revolving Loan to pay an outstanding Swing Line Loan) to exceed the lesser of (i) the Aggregate Revolving Commitment Amounts, or (ii) the Borrowing Base. Amounts repaid or prepaid with respect Revolving Loans hereunder shall be made by the several Banks ratably in the proportion of their respective Revolving Commitment Amounts. Revolving Loans may be obtained and maintained, at the election of the Borrower but subject to the Term limitations hereof, as Prime Rate Advances or LIBOR Advances or any combination thereof. (b) On the terms and subject to the conditions hereof, the Swing Line Bank severally agrees to make Swing Line Loans to the Borrower on a revolving basis at any time and from time to time from the Closing Date to the Termination Date, during which period the Borrower may borrow, repay and reborrow in accordance with the provisions hereof, provided, that no Swing Line Loan will be made in any amount which, after giving effect thereto, would cause the Total Outstandings to exceed the lesser of (i) the Aggregate Revolving Commitment Amounts, or (ii) the Borrowing Base, and provided, further that the total outstanding Swing Line Loans shall not exceed the Swing Line Commitment Amount. Swing Line Loans shall be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentDaily Floating LIBOR Advances.

The Commitments. Subject to the terms and conditions set forth herein, each: (a) 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;; and (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 (a) prior to the Step-Up Date,i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Initial Commitment and on or after the Step-Up Date, such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (b) prior to the Step-Up Date, the aggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Initial Commitments and on or after the Step-Up Date, the aggregate Revolving Credit Exposure of all of the Lenders exceeding the Commitments, or (cMulticurrency 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 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 a Term The Tranche A Bridge 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 (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 Subject 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 upon the terms and conditions set forth herein, the Borrower Lender agrees to make a bridge loan (a "Tranche A Bridge Loan") to the Borrower, which Tranche A Bridge Loan: (i) only may borrowbe incurred on the Initial Borrowing Date; (ii) shall be denominated in U.S. Dollars; (iii) shall be incurred and maintained as a Base Rate Loan or, prepay to the extent available and reborrow Revolving Loansrequested by the Borrower, a LIBOR Loan and (iv) shall not exceed at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the Tranche A Bridge Loan Commitment as in effect on the Initial Borrowing Date. Amounts The Tranche A Bridge Loan shall be made in a single Borrowing on the Initial Borrowing Date, and, once repaid or prepaid with respect to the Term Loans prepaid, may not be reborrowed. The Term amount of the Lender's Tranche A Bridge Loan Commitment in excess of each Term the Lender's Tranche A Bridge Loan shall expire on the Initial Borrowing Date. (b) The Tranche B Bridge Loan Commitments. Subject to and upon the terms and conditions set forth herein, the Lender agrees to make a bridge loan (a "Tranche B Bridge Loan") to the Borrower, which Tranche B Bridge Loan: (i) only may be incurred on the Tranche B Borrowing Date; (ii) shall automatically terminate upon such Term Lender fully funding its Term Commitment.be denominated in U.S. Dollars; (iii) shall be incurred and maintained as a Base Rate Loan; and (iv) shall not exceed at the time of incurrence thereof on the Tranche B Borrowing Date that aggregate principal amount which equals the Cayman Acquisition Funding Requirement, determined as of the Tranche B Borrowing Date. The Tranche B Bridge Loan shall be made in a single Borrowing on the Tranche B Borrowing Date, and, once repaid or prepaid, may not be

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect[reserved]; 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Revolving Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount 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 CommitmentsCommitments 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 2030 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 Lender’s Revolving Multicurrency Multi▇▇▇▇▇▇cy Credit Exposure 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 CommitmentsCommitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Multicurrency Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Multicurrency Lenders and the 2030 Revolving Multicurrency Lenders; (c) each 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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect[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 2030 Revolving Dollar Commitments to 2030 Revolving Multicurrency Commitments or all or a portion of any Lender’s 2030 Revolving Multicurrency Commitments to 2030 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 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 (x) the 2027 Revolving Commitment Termination Date or the 2030 Revolving Commitment Termination Date, as applicable, or (y) 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 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein: (a) , each Dollar Lender Bank with a Term Loan Commitment severally agrees to make Revolving make, (x) on the Restatement Effective Date (in the case of Term Loans other than Delayed-Draw Term Loans) and (y) on or before the Delayed-Draw Commitment Expiration Date (in Dollars the case of Delayed-Draw Term Loans), a term loan or term loans (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower Borrower, which Term 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 Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of the fifth day after the Restatement Effective Date and the date on which the initial syndication of the credit facilities provided for in this Agreement is completed, as determined by the Agents (the "Syndication Date"), (ii) if made on the Restatement Effective Date, shall not exceed for any Bank that amount which equals the Term Loan Commitment of such Bank less the Delayed Draw Commitment of such Bank, each as in effect on the Restatement Effective Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(a)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(a)(ii)), and (iii) if made on the Earnout Payment Date, shall not exceed (A) for any Bank that amount which equals the Delayed-Draw Commitment of such Bank on the Earnout Payment Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)) and (B) for all Banks the amount of the Earnout. The Delayed-Draw Term Loans may only be incurred on the date (the "Earnout Payment Date") on which the Earnout is paid and shall not exceed the amount of the Earnout. Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time during on and after the Availability Period in an aggregate principal amount that will not result in Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) such Lender’s 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 Dollar Credit Exposure exceeding such Lender’s Dollar CommitmentLoans comprising the same Borrowing shall at all times be of the same Type and (B) no Borrowings of Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of the fifth day after the Restatement Effective Date and the Syndication Date, (ii) may be repaid and reborrowed in accordance with the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitmentsprovisions hereof, 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 shall not exceed for any Agreed Foreign Currency to the Borrower from such Bank at any time to time during the Availability Period in an outstanding that aggregate principal amount that will not result in which, when added to the product of (ix) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, Bank's Adjusted RL Percentage and (iiy) the sum of (I) the aggregate Revolving Multicurrency Credit Exposure amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the Lenders exceeding proceeds of, and simultaneously with the Multicurrency Commitmentsincurrence of, or the respective incurrence of Revolving Loans) at such time and (iiiII) the total Covered Debt Amount exceeding aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the Borrowing Base proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then in effect;outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) 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 (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) each Term Lender severally agrees Subject 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 (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 upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower may borrowor the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, prepay (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. (d) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with 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 Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and reborrow Revolving the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Amounts repaid Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) any failure to satisfy any conditions specified in Section 6, (iii) any Default or prepaid Event of Default existing on such date, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Term Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received by the Swingline Bank from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans may not as shall be reborrowed. The Term Commitment necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of the participation purchased for each Term Lender shall automatically terminate day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such Term Lender fully funding its Term Commitmentparticipation, 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. Subject to the terms and conditions set forth herein: (a) each Dollar Each Term B Lender severally agrees to make Revolving Loans a Term B Loan in Dollars to the Borrower from time to time during on the Availability Period Fifth Restatement Effective Date in an aggregate a principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar its Term B Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all . The full amount of the Lenders exceeding Term B Loans pursuant to the Dollar CommitmentsTerm 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, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;as further provided herein. (b) each Multicurrency Each Revolving 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 Revolving Commitment, (ii) the aggregate Aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, Aggregate Revolving Commitment or (iii) the total Covered Debt Amount aggregate amount of Revolving Credit Exposures denominated in Foreign Currencies exceeding the Borrowing Base then in effect; (c) each 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 (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 Aggregate Foreign Currency Sublimit 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 prepaymentAmount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid Revolving Loans may be ABR Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans or prepaid with respect Term SOFR Loans, as further provided herein; provided that, for the avoidance of doubt, any Existing Revolving Loans denominated in Dollars that are outstanding immediately prior to the Term Loans may not be reborrowed. The Term Commitment Fifth Restatement Effective Date shall continue to bear interest at a rate per annum equal to the “Eurocurrency Rate” (as defined in the Fourth Restated Credit Agreement) for the Interest Period for such Borrowing as in effect immediately prior to the Fifth Restatement Effective Date plus the Applicable Rate until the end of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.Interest Period..

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Class A-R Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “Class A-R Loan”) from time to time on any Business Day during the Availability Period period beginning on and including the Closing Date through the end of the Class A-R Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Class A-R Lender’s Class A-R Commitment and (ii) as to all Class A-R Lenders, the Total Class A-R Commitment at such time; (b) the Swingline Lender agrees to make loans to the Borrower (each, a “Swingline Loan” and, together with the Class A-R Loans, the “Revolving Loans”) from time to time on any Business Day during the period beginning on and including the Closing Date until the date that is five Business Days prior to the end of the Class A-R Commitment Period (the “Swingline Facility End Date”), in each case in an aggregate principal amount at any one time outstanding that will not result in either (i) such Lender’s Revolving Dollar Credit Exposure the aggregate principal amount of all outstanding Swingline Loans exceeding such Lender’s Dollar Commitment, $20,000,000 or (ii) the aggregate Revolving Dollar Credit Exposure principal amount of all of the Lenders outstanding Revolving Loans (including such Swingline Loan and all other then-outstanding Swingline Loans) 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 Total Class A-R Commitment as then in effect; (c) each Term Class A-T Lender severally agrees to make a Term Loan in Dollars loans to the Borrower (each, a “Class A-T Loan”) on the First Amendment Effective Date in an aggregate principal amount (i) up equal to but not exceeding (i) such Term Class A-T Lender’s Initial Term Class A-T Commitment and (ii) that will not result in as to all Class A-T Lenders, the total Covered Debt Amount exceeding the Borrowing Base then in effectTotal Class A-T Commitment at such time; and (d) each Class B Lender severally agrees to make loans to the Borrower may reallocate all or (each, 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“Class B Loan”) on the Class B Borrowing Date, in each case by written notice in an aggregate principal amount equal 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 hereofClass B Commitment, (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 Class B Lenders, the Total Class B Commitment at 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 time and (iii) as to all Lenders, the Borrower shall pay Maximum Available Amount at such time. Each such borrowing of a Class A-R Loan on any single day is referred to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 herein as a result “Class A-R Borrowing”; each such borrowing of a Swingline Loan on any resulting prepaymentsingle day is referred to herein as a “Swingline Borrowing”; the borrowing of a Class A-T Loan on the Closing Date or the Amendment Date,as applicable, is referred to herein as the “Class A-T Borrowing”; the borrowing of a Class B Loan on any single day is referred to herein as the “Class B Borrowing”. Class A-R Borrowings and Swingline Borrowings are referred to herein collectively as “Revolving Borrowings”. Revolving Borrowings, the Class A-T Borrowing and the Class B Borrowing are referred to herein collectively as “Borrowings”. Within the foregoing such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow, ) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Class A-T Loans and reborrow Revolving Loans. Amounts Class B Loans once repaid or prepaid with respect to the Term Loans may not be reborrowed. Each Class A-R Lender severally agrees, on the last day of the Reinvestment Period, to make a Class A-R Loan (and the Borrower hereby directs that such Class A-R 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 Loan is made (such Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share of the Unfunded Amount does not exceed its unfunded Class A-R Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 Dollar Lenders exceeding the aggregate Dollar Commitments, 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 or and in any Agreed Foreign Currency 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, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees Subject 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 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 (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 upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Restatement Effective Date, the Original Term Loans made by such Continuing Bank to the Borrower may borrowpursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the aggregate principal amount of such Original Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, prepay (I) on the Restatement Effective Date and reborrow Revolving Loans. Amounts repaid (II) on a 9 single date occurring after the Restatement Effective Date and on or prepaid with respect prior to the Term Loan Availability Termination Date (each date upon which Term Loans are made, a "Term Loan Borrowing Date"), a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Restatement Effective Date, shall not exceed for any Bank, that amount which equals such Bank's TL Percentage of the aggregate principal amount of Term Loans incurred on such date, (ii) made on either Term Loan Borrowing Date, shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) made on either Term Loan Borrowing Date, shall not exceed for any Bank, in initial principal amount for the Term Loans being made by such Bank on any such Term Loan Borrowing Date, that amount which equals the remaining Term Loan Commitment, if any, of such Bank as in effect on such Term Loan Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or (ii), but after giving effect to (x) any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii) and (y) the Term Loan Conversions referred to in clause (A) above). Once repaid, Term Loans borrowed hereunder may not be reborrowed. The Notwithstanding anything to the contrary contained above, the aggregate amount of Term Loans incurred on the Restatement Effective Date shall not exceed $155,000,000. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, (A) in the case of each Term Lender Continuing Bank, to convert into Revolving Loans (each a "Revolving Loan Conversion", and together the "Revolving Loan Conversions"), on the Restatement Effective Date, Original Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Revolving Loans made by such Continuing Bank and so outstanding and (y) such Continuing Bank's Adjusted RL Percentage of the aggregate principal amount of Revolving Loans made by all Banks and outstanding on the Restatement Effective Date and/or (B) at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (together with each Revolving Loan Conversion each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall automatically terminate upon such Term Lender fully funding its Term Commitment.at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time

The Commitments. Subject to the terms and conditions set forth herein: (a) 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; and or (iv) the aggregate Revolving Multicurrency Credit Exposure denominated in the Specified Agreed Foreign Currencies exceeding the Specified Multicurrency Sublimit; (c) each Initial Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect.; and (d) each Fourth Amendment Effective Date Term Lender severally agrees to make a Term Loan in Dollars to 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, on the Fourth Amendment Effective Date 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 an aggregate principal amount (i) may up to but not be made during the five (5) Business Days prior to the exceeding such Term Lender’s Fourth Amendment Effective Date Term Loan Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall that will 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) result in the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase total Covered Debt Amount exceeding the Borrowing Base then 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmenteffect.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the such Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency CommitmentsCommitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; effect or (c) each 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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (div) 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 aggregate Revolving Multicurrency Credit Exposure to exceed its denominated in the Specified Agreed Foreign Currencies exceeding the Specified 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. Sublimit; Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including Article III: (a) each Dollar Class A-R Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a "Class A-R Loan") from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Class A-R Commitment Period, in each case 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 at any Agreed Foreign Currency to the Borrower from one 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 a Term Loan in Dollars to the Borrower on the First Amendment Effective Date in an aggregate principal amount (i) outstanding up to but not exceeding such Term Lender’s Initial Term 's Class A-R Commitment and (ii) that will and, as to all Class A-R Lenders, in an aggregate principal amount up to but not result in the total Covered Debt Amount exceeding the Borrowing Base Total Class A-R Commitment as then in effect; and effect (d) provided that the Borrower may reallocate all or a portion proceeds 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 Class A-R Loans made after the Administrative Agent no later than ten (10) Business Days before the date end 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 Reinvestment Period shall be used exclusively (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 hereoffund Swingline Refinancing Loans, (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 fund Exposure Amounts and (iii) to fund the Borrower shall pay purchase or origination of Collateral Loans where the commitment to make such purchase or origination was entered into prior to the Revolving Lenders end of each Class the amountsReinvestment Period, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits all on and subject to the terms and conditions set forth hereinin this Agreement); (b) the Swingline Lender agrees to make loans to the Borrower (each, a "Swingline Loan" and, together with the Class A-R Loans, the "Revolving Loans") from time to time on any Business Day during the Swingline Availability Period in an aggregate principal amount at any one time outstanding that will not result in either (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $25,000,000 or (ii) the aggregate principal amount of all outstanding Revolving Loans (including such Swingline Loan and all other then-outstanding Swingline Loans) exceeding the Total Class A-R Commitment as then in effect; and (c) each Class A-T Lender severally agrees to make loans to the Borrower (each, a "Class A-T Loan") on the Closing Date in a principal amount equal to such Class A-T Lender's Class A-T Commitment and, as to all Class A-T Lenders, in an aggregate principal amount equal to the Total Class A-T Commitment. Each such borrowing of a Class A-R Loan on any single day is referred to herein as a "Class A-R Borrowing"; each such borrowing of a Swingline Loan on any single day is referred to herein as a "Swingline Borrowing"; the borrowing of the Class A-T Loans is referred to herein as the "Class A-T Borrowing"; Class A-R Borrowings and Swingline Borrowings are referred to herein collectively as "Revolving Borrowings"; Revolving Borrowings and Class A-T Borrowings are referred to herein collectively as "Borrowings". Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7, prepay and reborrow Revolving Loansprovided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Amounts Class A-T Loans once repaid or prepaid with respect to the Term Loans may not be reborrowed. Each Class A-R Lender severally agrees, on the last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (e) of the definition thereof), to make a Class A-R Loan (and the Borrower hereby directs that such 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 Loan is made (such Loan, the "Future Funding Reserve Loan"), but only to the extent that its Percentage Share does not exceed its unfunded Class A-R Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. Subject The Fronting Lender has agreed to (i) fund up to 100% of the principal amount of the New Tranche B-2 Term Loans set forth on Schedule 1 hereto as adjusted pursuant to the terms set forth in this Commitment and Participation Letter (the commitment listed thereto, the “New Tranche B-2 Term Loan Commitment”) on, and subject to the occurrence of, the Closing Date; and (ii) execute this Commitment and Participation Letter as the Funding Commitment Party in its capacity as the fronting lender. Each New Tranche B-2 Creditor has offered to acquire by assignment, and the Funding Commitment Party may assign, the Funding Commitment Party’s rights and obligations under the New Credit Agreement to the New Tranche B-2 Creditors in an amount not to exceed the amount set forth beside such New Tranche B-2 Creditors’ name on Schedule 2, pursuant to terms and conditions customary for fronting arrangements and otherwise to be agreed among such New Tranche B-2 Creditor and the Funding Commitment Party. The parties hereto hereby acknowledge and agree that, (i) as set forth herein: in the Transaction Term Sheet, the actual funding of New Tranche B-2 Term Loans pursuant to this Commitment and Participation Letter shall be the Backstop Funding Amount (as defined in the Transaction Term Sheet), which, based on the results of the Credit Agreement Exchange Offer and Amendment, may in the aggregate be less than the principal amount of the New Tranche B-2 Term Loans set forth on Schedule 1 and (ii) the actual allocation of the Backstop Funding Amount as among the New Tranche B-2 Creditors shall be made in the sole discretion of the Ad Hoc Group Advisors (but in consultation with you and the Funding Commitment Party) following the effective date of this Commitment and Participation Letter and prior to the Closing Date. For the avoidance of doubt, in no event shall (a) each Dollar Lender severally agrees the aggregate amount of the New Tranche B-2 Term Loan Commitment exceed the amount set forth on Schedule 1 hereto as of the effective date of this Commitment and Participation Letter without the consent of the Funding Commitment Party and the applicable New Tranche B-2 Creditors and (b) in no event shall the aggregate amount to make Revolving Loans be assigned by the Funding Commitment Party to any New Tranche B-2 Creditors and its Related Funds (as defined below) be greater than the New Tranche B-2 Term Loan Commitment of such New Tranche B-2 Creditor and its Related Funds as set forth in Dollars to the Borrower Schedule 2. In addition, Schedule 2 may be amended from time to time during in the Availability Period sole discretion of the Ad Hoc Group Advisors (but in an aggregate principal amount that will not result in consultation with you and the Funding Commitment Party) to reallocate any amounts among any New Tranche B-2 Creditors and any of its affiliates or related funds, funds under common management, managed accounts or other approved funds (isuch persons, “Related Funds”) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) so long as the aggregate Revolving Dollar Credit Exposure of all amount to be assigned by the Funding Commitment Party to such New Tranche B-2 Creditors and their Related Funds does not change from the New Tranche B-2 Term Loan Commitment amount as set forth in Schedule 1 to this Commitment and Participation Letter (as adjusted pursuant to this Commitment and Participation Letter). All allocations of the Lenders exceeding Backstop Funding Amount by the Dollar CommitmentsAd Hoc Advisors shall be final absent manifest error. In addition, 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 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 (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 the Funding Commitment Party’s commitment may be satisfied by 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentRelated Funds.

The Commitments. Subject to (a) On the terms and subject to the conditions set forth herein: (a) contained in this Agreement, each Dollar Tranche A Lender under the Tranche A Facility severally agrees to make Revolving Loans in Dollars loans (each a "Tranche A Loan") to the Borrower from time to time on any Business Day during the Availability Period period from the Effective Date until the Revolving Credit Termination Date in Dollars in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Tranche A Lender's Commitment; provided, however, that will not result at no time shall any Tranche A Lender be obligated to make a Tranche A Loan in (i) excess of such Lender’s Revolving Dollar Credit Exposure exceeding such 's Ratable Portion of the Available Credit. Within the limits of each Lender’s Dollar 's Commitment, (ii) the aggregate Revolving Dollar Credit Exposure amounts of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;Tranche A Loans repaid may be reborrowed under this Section 2.1. (b) On the terms and subject to the conditions contained in this Agreement, each Multicurrency Tranche B Lender severally under the Tranche B Facility agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency loans (each a "Tranche B Loan") to the Borrower from time to time on any Business Day during the Availability Period period from the Effective Date until the Revolving Credit Termination Date in Dollars in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Tranche B Lender's Commitment; provided, however, that will not result at no time shall each Tranche B Lender be obligated to make a Tranche B Loan in (i) excess of such Lender’s Revolving Multicurrency Credit Exposure exceeding such 's Ratable Portion of the Available Credit. Within the limits of each Tranche B Lender’s Multicurrency 's Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure amounts of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;Tranche B Loans repaid may be reborrowed under this Section 2.1. (c) each Term Lender severally agrees to make a Term Loan in Dollars to Each Borrowing and repayment therefor shall be made pro rata between the Borrower on Tranche A Facility and the First Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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 CommitmentsTranche B Facility, in accordance with 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term 's Commitment.

The Commitments. Subject to (a) On the terms and subject to the conditions set forth herein: (a) contained in this Agreement and the Orders, each Dollar Revolving Lender severally agrees to make Revolving Loans loans in Dollars (each a “Revolving Loan”) to the Borrower from time to time on any Business Day during the Availability Period period from the Closing Date until the Revolving Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Revolving Lender not to exceed such Revolving Lender’s Revolving Commitment; provided, however, that will not result at no time shall any Revolving Lender be obligated to make a Revolving Loan in excess of such Revolving Lender’s Revolving Percentage of the Available Credit, provided, further, that (i) such Lender’s during the period from the Closing Date until the Final Closing Date, the aggregate principal amount of Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Loans shall at no time exceed the Revolving Interim Availability Amount and (ii) at any time following the Final Closing Date, the aggregate principal amount of Revolving Dollar Credit Exposure Loans shall at no time exceed that aggregate principal amount of all Revolving Loans permitted to be made to the Borrower pursuant to the Orders. Within the limits of the Lenders exceeding the Dollar CommitmentsRevolving Commitment of each Revolving Lender, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;amounts of Revolving Loans repaid may be reborrowed under this Section 2.1(a). (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency On the terms and subject to the Borrower from time to time during conditions contained in this Agreement and 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 CommitmentOrders, (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 a term loan (a “Term Loan Loan”) in Dollars to the Borrower on the First Amendment Effective Closing Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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, the Borrower may borrow, prepay and reborrow Revolving LoansTerm Commitment. Amounts borrowed under this Section 2.1(a) and repaid or prepaid with respect to the 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.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Class A-R Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “Class A-R Loan”) from time to time on any Business Day during the Availability Period period beginning on and including the Closing Date through the end of the Class A-R Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Class A-R Lender’s Class A-R Commitment and (ii) as to all Class A-R Lenders, the Total Class A-R Commitment at such time; (b) the Swingline Lender agrees to make loans to the Borrower (each, a “Swingline Loan” and, together with the Class A-R Loans, the “Revolving Loans”) from time to time on any Business Day during the period beginning on and including the Closing Date until the date that is five Business Days prior to the end of the Class A-R Commitment Period (the “Swingline Facility End Date”), in each case in an aggregate principal amount at any one time outstanding that will not result in either (i) such Lender’s Revolving Dollar Credit Exposure the aggregate principal amount of all outstanding Swingline Loans exceeding such Lender’s Dollar Commitment, $20,000,000 or (ii) the aggregate Revolving Dollar Credit Exposure principal amount of all of the Lenders outstanding Revolving Loans (including such Swingline Loan and all other then-outstanding Swingline Loans) 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 Total Class A-R Commitment as then in effect; (c) each Term Class A-T Lender severally agrees to make a Term Loan in Dollars loans to the Borrower (each, a “Class A-T Loan”) on the First Amendment Effective ClosingAmendment Date in an aggregate principal amount (i) up equal to but not exceeding (i) such Term Class A-T Lender’s Initial Term Class A-T Commitment and (ii) that will not result in as to all Class A-T Lenders, the total Covered Debt Amount exceeding the Borrowing Base then in effectTotal Class A-T Commitment at such time; and (d) each Class B Lender severally agrees to make loans to the Borrower may reallocate all or (each, 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“Class B Loan”) on the Class B Borrowing Date, in each case by written notice in an aggregate principal amount equal 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 hereofClass B Commitment, (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 Class B Lenders, the Total Class B Commitment at 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 time and (iii) as to all Lenders, the Borrower shall pay Maximum Available Amount at such time. Each such borrowing of a Class A-R Loan on any single day is referred to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 herein as a result “Class A-R Borrowing”; each such borrowing of a Swingline Loan on any resulting prepaymentsingle day is referred to herein as a “Swingline Borrowing”; the borrowing of a Class A-T Loan on the Closing Date or the Amendment Date,as applicable, is referred to herein as the “Class A-T Borrowing”; the borrowing of a Class B Loan on any single day is referred to herein as the “Class B Borrowing”. Class A-R Borrowings and Swingline Borrowings are referred to herein collectively as “Revolving Borrowings”. Revolving Borrowings, the Class A-T Borrowing and the Class B Borrowing are referred to herein collectively as “Borrowings”. Within the foregoing such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow, ) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Class A-T Loans and reborrow Revolving Loans. Amounts Class B Loans once repaid or prepaid with respect to the Term Loans may not be reborrowed. Each Class A-R Lender severally agrees, on the last day of the Reinvestment Period, to make a Class A-R Loan (and the Borrower hereby directs that such Class A-R 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 Loan is made (such Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share of the Unfunded Amount does not exceed its unfunded Class A-R Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. Subject to (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth herein: (a) each Dollar Lender severally agrees forth, to make Revolving Loans in Dollars Advances to the Borrower from time to time on any Business Day during the Availability Period period from the Closing Date until the Termination Date, in an aggregate principal outstanding amount that will not result in (i) to exceed on any day such Lender’s Revolving Dollar Credit Exposure exceeding 's Available Commitment; provided, however, subject to subsection (b) below, a Lender may make Competitive Advances in an amount not to exceed on any day the Commitments. Within the limits of such Lender’s Dollar 's Available Commitment, (ii) the aggregate Revolving Dollar Borrower may request Advances hereunder, repay or prepay Advances and utilize the resulting increase in the Available Commitments for further Advances and/or issuances of Letters of Credit Exposure of all of in accordance with the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;terms hereof. (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to In no event shall the Borrower from time be entitled to time during request or receive any Advance under subsection (a) that would cause 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) Aggregate Outstanding Amount to exceed 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) In addition to each Term Lender severally agrees to make a Term Loan in Dollars Lender's Commitment under subsection (a) above, but subject nevertheless to the provisions of subsection (b) above, the Borrower on the First Amendment Effective Date in an aggregate principal amount may request (i) up Swing Line Advances to but not exceeding such Term Lender’s Initial Term Commitment be made by the Swing Line Bank in accordance with Section 3.2 and (ii) that will not result Competitive Advances to be made in the total Covered Debt Amount exceeding the Borrowing Base then in effect; andaccordance with Section 3.3 hereof. (d) The Commitments hereunder may be increased without the Borrower may reallocate all consent of the Lenders to an amount not to exceed $200,000,000; provided, no Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement shall be an Eligible Assignee. In the event a new Lender or Lenders become a portion party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition hereto) purchase from the other Lenders its Lender's Percentage (as determined after giving effect to the increase of Commitments) of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion outstanding Advances (other than Competitive Advances and Swing Line Advances), by making available for the account of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice its Lending Office to the Administrative Agent no later than ten (10) Business Days before for the date account of the proposed reallocationsuch other Lenders, in form reasonably satisfactory by deposit 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 Agent's Account, in same day funds, an amount equal to the Commitment Termination Date or any Interest Payment Date or date sum 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, (iA) the specified portion of the outstanding principal amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed Advances to be converted purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Advances. Upon any such assignment, the assigning Lender represents and warrants to such other Lender that such assigning Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Advance being assigned, the Loan Documents or any Loan Party. (e) Notwithstanding anything to the contrary set forth in subsection (d) above, the Borrower, prior to requesting an increase in such Multicurrency the Commitments or Dollar Commitmentspursuant to subsection (d) above, as applicable, for all purposes hereof, (ii) hereby agrees to offer in writing each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par the right to the other Lenders as specified increase its Commitment by the Administrative Agent in an amount necessary so that such that, after giving effect to all such purchases and sales, each Revolving Lender Lender's Percentage 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 not be decreased as a result of any resulting prepaymentthe increase in the Commitments pursuant to subsection (d) above. Within In the foregoing limits and subject event a Lender does not accept the Borrower's offer to increase its Commitment as provided in the terms and conditions set forth hereinpreceding sentence within ten Business Days of the receipt of such offer, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not such offer shall be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentdeemed rejected.

The Commitments. (a) Subject to the terms and conditions set forth herein: (a) , 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 Dollar Lenders exceeding the aggregate Dollar Commitments, Commitments or (iii) the total Covered Debt Amount exceeding the a Borrowing Base then in effect;Deficiency. (b) Subject to the terms and conditions set forth herein, each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or and in any Agreed Foreign Currency 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, Commitments or (iii) the total Covered Debt Amount exceeding the a Borrowing Base then in effect;Deficiency. (c) Subject to the terms and conditions set forth herein, each Initial Term Lender severally agrees to make a Initial Term Loan Loans in Dollars to the Borrower on the First Amendment Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the a Borrowing Base then in effect; andDeficiency. (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (a) Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Loans in Dollars to this Credit Agreement, on 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 CommitmentInitial Borrowing Date, (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 Loan Lender severally agrees to make a Term Loan in Dollars term loan or term loans to the Borrower on (each, together with any Incremental Term Loans actually made after the First Amendment Effective Date pursuant to Section 2.1(b), a "TERM LOAN" and, collectively, the "TERM LOANS") in an aggregate principal amount equal to its Term Loan Proportionate Share of the Total Term Loan Commitments, which Term Loans shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Term Loans pursuant to Section 4.3). Once repaid, Term Loans incurred hereunder may not be reborrowed. On and immediately after the occurrence of the Effective Date, the Term Loan Commitment for each Lender shall be the amount set forth opposite such Lender's name in Schedule I hereto directly below the column entitled "Term Loan Commitment" (as same may be reduced from time to time pursuant to the terms of this Credit Agreement). The Borrower hereby agrees to execute and deliver to each Lender that requests same a Term Note in the form of Exhibit A-1 to evidence the Term Loans made by such Lender. (b) Subject to Section 2.1(d) and (e), the other terms and conditions set forth herein and the relevant Incremental Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "INCREMENTAL TERM LOAN" and, collectively, the "INCREMENTAL TERM LOANS") to the Borrower, which Incremental Term Loans: (i) up to but only may be incurred on one or more Incremental Term Loan Borrowing Dates (which dates, in any event (x) shall not exceeding such Term Lender’s Initial Term Commitment be earlier than the Syndication Date (for this purpose, determined as if clause (x) contained in the definition of Syndication Date were deleted) and (iiy) that will shall 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 be 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) 30 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 Maturity Date); (ii) shall be made by each such Lender in that aggregate principal amount which does not cause any Lender’s Revolving Dollar Credit Exposure exceed the Incremental Term Loan Commitment of such Lender (as set forth in the relevant Incremental Commitment Agreement) on the respective Incremental Term Loan Borrowing Date and (iii) shall not exceed in aggregate principal amount, when added 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 aggregate amount of such Lender’s Dollar Incremental Commitments provided by all Incremental Lenders pursuant to Section 2.2(d), $30,000,000. Notwithstanding anything to the contrary contained above or Multicurrency Commitmentselsewhere in this Credit Agreement, as applicable, no Incremental Term Loan 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 thatmade on any date if, after giving effect thereto, the conditions set forth in Section 5.2 would not be satisfied or if a Borrowing Base Deficiency would exist after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share making of the entire amount respective Incremental Term Loans and any other Credit Events to occur on such date. Once repaid, Incremental Term Loans may not be reborrowed. After any Incremental Term Loans are actually made, the Administrative Agent is authorized to make such modifications to Schedule I as are appropriate to reflect the revised outstanding Term Loans of the then outstanding Dollar various Lenders. The Borrower hereby agrees to execute and deliver to each Lender that requests same a Term Note in the form of Exhibit A-1 to evidence the Term Loans and Multicurrency Loans and (iiiincluding any Incremental Term Loans) 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 made by such Lender. (c) Subject to the terms and conditions set forth hereinin this Credit Agreement, on and after the Initial Borrowing Date and to and excluding the Maturity Date, each Revolving Credit Lender severally agrees to make revolving loans and advances to the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to hereunder (the 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."REVOLVING LOANS"

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, to make a revolving loan or revolving loans in Dollars to the respective Domestic Dollar Revolving Loan Borrower requesting the same (each, a “Domestic Dollar Revolving Loan” and, collectively, the “Domestic 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, to make a revolving loan or revolving loans to the respective 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 Domestic Dollar Revolving Loans, at the option of the respective Domestic 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 Domestic 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 (I) 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) and (II) all Foreign Dollar Revolving Loans shall, at the option of the respective Foreign Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, further, that except as otherwise specifically provided herein, all Foreign Dollar Revolving Loans comprising the same Borrowing shall be of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (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 $50,000,000 at such time; (vi) shall not, in the case of Alternate Currency Revolving Loans made in a given Permitted Non-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 Permitted Non-LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Permitted Non-LIBOR-Based Alternate Currency would exceed $50,000,000 at such time; (vii) 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; and (viii) 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. (b) Subject to and upon the terms and conditions set forth herein: (a) each Dollar , the Swingline Lender severally agrees to make Revolving Loans in Dollars to the Borrower make, from time to time during on and after the Availability Period in an aggregate principal amount that will not result in 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) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitmentshall 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 aggregate 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 Dollar Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect or (y) the Individual Revolving Credit Exposure of all 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 each Defaulting Lender’s participation in such Swingline Loans (to which arrangements each Lender hereby grants its consent), including by cash collateralizing such Defaulting Lender’s Domestic RL Dollar Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”). 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 exceeding stating that a Default or an Event of Default exists and is continuing until such time as the Dollar CommitmentsSwingline 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 total Covered Debt Amount exceeding the Borrowing Base then Administrative Agent in effect;good faith believes such Default or Event of Default has ceased to exist. (bc) 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 Domestic 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 Domestic Dollar Revolving Loans by the Corporation constituting Base Rate Loans (each Multicurrency 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 Domestic RL 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 Domestic 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 Domestic RL 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 Domestic 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 severally agrees that any Borrower may, in accordance with the procedures established pursuant to make Revolving Loans Section 1.04, incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”), denominated in Dollars or in an Available Currency requested by such Borrower, pursuant to a Competitive Bid Borrowing at any Agreed Foreign Currency to the Borrower time and from time to time during on and after the Availability Period in an aggregate principal amount Initial Borrowing Date and prior to the date which is the Business Day preceding the date which is 30 days prior to the Maturity Date, provided that will not result in (i) such Lender’s Revolving Multicurrency no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Alternate Currency 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 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 would exceed $500,000,000 and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower no Competitive Bid Loan 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 thatif, after giving effect to all such purchases and salesthereto, each the Aggregate Revolving Lender shall have funded its pro rata share of Credit Exposure would exceed the entire amount of the Total Revolving Loan Commitment as 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 prepaymentin effect. Within the foregoing limits and subject to the terms and conditions set forth hereinin Sections 1.04 and 6, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Competitive Bid Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentrepaid and reborrowed in accordance with the provisions hereof.

The Commitments. Subject to the terms and conditions set forth herein:, (a) each Dollar Lender severally agrees to make Revolving Dollar Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (iib) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments, or (iiic) the aggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Commitments, (d) the total Covered Debt Amount exceeding the Borrowing Base then in effect;effect or (e) the Covered Debt Amount exceeding the sum of (i) the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base, less (ii) the aggregate Value of all Eligible Portfolio Investments issued by the six largest issuers (for the avoidance of doubt, the calculation of Value for purposes of this clause (e) shall be made without taking into account any Advance Rate); and (b) each 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 Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (iib) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the Multicurrency Dollar Commitments, or (iiic) the aggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Commitments, (d) the total Covered Debt Amount exceeding the Borrowing Base then in effect; effect or (ce) each 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 (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 sum 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 aggregate Value of such Lender’s Dollar Commitments or Multicurrency Commitmentsall Eligible Portfolio Investments included in the Borrowing Base, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, less (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified aggregate Value of all Eligible Portfolio Investments issued by the Administrative Agent in an amount necessary such thatsix largest issuers (for the avoidance of doubt, after giving effect to all such purchases and sales, each Revolving Lender the calculation of Value for purposes of this clause (e) 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 be made without taking into account any resulting prepaymentAdvance Rate). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Revolving Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount 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 CommitmentsCommitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that (x) prior to the 2028 Revolving Dollar Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2028 Revolving Dollar Lenders, the 2029 Revolving Dollar Lenders and the 2030 Revolving Dollar Lenders and (y) from and after the 2028 Revolving Dollar Commitment Termination Date and prior to the 2029 Revolving Dollar Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2029 Revolving Dollar Lenders and the 2030 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 Lender’s Revolving Multicurrency Credit Exposure 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 CommitmentsCommitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that (x) prior to the 2028 Revolving Multicurrency Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2028 Revolving Multicurrency Lenders, the 2029 Revolving Multicurrency Lenders and the 2030 Revolving Multicurrency Lenders and (y) from and after the 2028 Revolving Multicurrency Commitment Termination Date and prior to the 2029 Revolving Multicurrency Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2029 Revolving Multicurrency Lenders and the 2030 Revolving Multicurrency Lenders; (c) each 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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect[reserved]; and (d) the Borrower may reallocate all or a portion of any Lender’s 2028 Revolving Dollar Commitments to 2028 Revolving Multicurrency Commitments, all or a portion of any Lender’s 2028 Revolving Multicurrency Commitments to 2028 Revolving Dollar Commitments, all or a portion of any Lender’s 2029 Revolving Dollar Commitments to 2029 Revolving Multicurrency Commitments, all or a portion of any Lender’s 2029 Revolving Multicurrency Commitments to 2029 Revolving Dollar Commitments, all or a portion of any Lender’s 2030 Revolving Dollar Commitments to 2030 Revolving Multicurrency Commitments or all or a portion of any Lender’s 2030 Revolving Multicurrency Commitments to 2030 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 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 (x) the 2028 Revolving Commitment Termination Date, the 2029 Revolving Commitment Termination Date or the 2030 Revolving Commitment Termination Date, as applicable, or (y) 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 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

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 Revolving Loans in Dollars make, on the Initial Borrowing Date, a term loan or term loans (each, an "INITIAL TERM LOAN" and, collectively, the "INITIAL TERM LOANS") to the Borrower Corporation, which Initial Term Loans (i) shall be made and maintained in Dollars, (ii) shall be incurred and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Initial Term Loans pursuant to Section 1.07) and (iii) shall be made by each Lender with an Initial Term Loan Commitment in that initial aggregate principal amount as is equal to the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein (including, on and after the initial Incremental Revolving Loan Commitment Date, in Section 1.20), (x) each RL Lender severally agrees, at any time and from time to time during the Availability Period Revolving Credit Period, to make a revolving loan or revolving loans, which revolving loans shall be made and maintained in an aggregate principal amount that will not result in Dollars (ieach, a "DOLLAR REVOLVING LOAN" and, collectively, the "DOLLAR REVOLVING LOANS") such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, to the Corporation and (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; (by) each Multicurrency Alternate Currency Lender severally agrees to make with an Alternate Currency Revolving Loans in Dollars or in any Agreed Foreign Currency Loan Sub-Commitment relating to the Borrower respective Alternate Currency severally agrees, at any time and from time to time during the Availability Period Revolving Credit Period, to make a revolving loan or revolving loans, which revolving loans shall be made and maintained in the respective Alternate Currency elected by the respective Alternate Currency Revolving Loan Borrower (each, an "ALTERNATE CURRENCY REVOLVING LOAN" and, collectively, the "ALTERNATE CURRENCY REVOLVING LOANS") to the respective Alternate Currency Revolving Loan Borrower (with the revolving loans made to the various Borrowers pursuant to this Section 1.01(b) 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 Corporation, 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 Alternate 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 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, (iv) shall not, in the case of Alternate Currency Revolving Loans made in a single Alternate Currency by any Alternate Currency Lender, be made at any time if at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the aggregate principal amount that will not result or Face Amount, as the case may be, of all Alternate Currency Revolving Loans made in such Alternate Currency by such Alternate Currency Lender and then outstanding (for this purpose, using the Dollar Equivalent of the principal or Face Amount, as the case may be, thereof), would exceed the related Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency Lender at such time, and (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. (c) 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) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitmentshall 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 aggregate provisions hereof, (iv) shall not be made (or be required to be made) on any date if, after giving effect thereto, the Aggregate Revolving Multicurrency Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding, the Maximum Swingline Amount. 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(c), 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 exceeding the Multicurrency Commitments, or (iii) that the total Covered Debt Amount exceeding the Borrowing Base then Administrative Agent in effect;good faith believes such Default or Event of Default has ceased to exist. (cd) 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 (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 Term 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 Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees that the Corporation may, in accordance with the procedures established pursuant to make Section 1.04, incur a Term Loan loan or loans (each, a "COMPETITIVE BID LOAN" and, collectively, the "COMPETITIVE BID LOANS"), denominated in Dollars Dollars, pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Initial Borrowing Date and prior to the Borrower on date which is the First Amendment Effective Date in an aggregate principal amount Business Day preceding the date which is 30 days prior to the Maturity Date, PROVIDED that (i) up to but not exceeding such Term Lender’s Initial Term Commitment each Competitive Bid Loan shall be incurred by, and made to, the Corporation and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower no Competitive Bid Loan 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 thatif, after giving effect to all such purchases and salesthereto, each the Aggregate Revolving Lender shall have funded its pro rata share of Credit Exposure would exceed the entire amount of the Total Revolving Loan Commitment as 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 prepaymentin effect. Within the foregoing limits and subject to the terms and conditions set forth in Sections 1.04 and 6, Competitive Bid Loans may be repaid and reborrowed in accordance with the provisions hereof. (f) Subject to Section 1.19 and the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "INCREMENTAL TERM LOAN" and, collectively, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect "INCREMENTAL TERM LOANS") to the Corporation, which Incremental Term Loans: (i) shall be incurred by the Corporation pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date (which date, in any event, shall be the date of the effectiveness of the applicable Incremental Term Loan Commitment Agreement pursuant to which such Incremental Term Loans are to be made), (ii) shall be denominated in Dollars, (iii) shall be added to the then outstanding Borrowings of Initial Term Loans as provided in Section 1.19(c) and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender on the respective Incremental Term Loan Borrowing Date. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Revolving Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in exceeding (i) such Revolving Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Commitment and (ii) as to all Revolving Lenders, the aggregate Total 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;Commitment at such time; and (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 a Term Loan in Dollars loans to the Borrower (each, a “Term Loan”) on the First Amendment Effective Date Closing Date, in an aggregate principal amount (i) at any one time outstanding up to but not exceeding (i) such Term Lender’s Initial Term Commitment and (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 Term Lenders, the Total Term Commitment at such purchases and sales, each time. Each such borrowing of a 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 Loan on any single day is referred to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 herein as a result “Revolving Borrowing”; and each such borrowing of any resulting prepaymenta Term Loan on the Closing Date is referred to herein as a “Term Borrowing”. Revolving Borrowing and Term Borrowing are referred to herein collectively as “Fundings”. Within the foregoing such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans once repaid, 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) of 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, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share of the Unfunded Amount does not exceed its Undrawn Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term 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 shall automatically terminate upon such Term Lender fully funding its Term Commitmentbe required to make any Revolving Loans after the end of the Commitment Period.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving SyndicatedRevolving 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, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving SyndicatedRevolving Loans in Dollars or and in any Agreed Foreign Currency 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, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;.; and (ca) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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;; and (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;; and. (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Revolving 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 Revolving Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Revolving Lender severally agrees to make Multicurrency Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period (but not on the Amendment No. 1 Effective Date) in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Revolving Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each Term Loan Lender severally agrees to make a Term Loan in Dollars to the Borrower in a single draw on the First Amendment Effective Date in an aggregate principal amount (i) up equal to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effectLoan Commitment; and. (d) the The Borrower may reallocate all or a portion (in an amount of at least $10,000,000) of any Lender’s Dollar Revolving Commitments to Multicurrency Revolving Commitments or all or a portion (in an amount of at least $10,000,000) of any Lender’s Multicurrency Revolving Commitments to Dollar Revolving Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocationAgent, 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 Revolving Commitments or Multicurrency Revolving Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Revolving Commitments or Dollar Revolving Commitments, as applicable, for all purposes hereof, hereof and (ii) each Revolving Lender shall purchase or sell Dollar Revolving Loans and/or Multicurrency Revolving 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 Revolving 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 prepaymentLoans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans that are prepaid may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.

The Commitments. (a) Subject to the terms and conditions set forth herein: (a) , 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 Dollar Lenders exceeding the aggregate Dollar Commitments, Commitments or (iii) the total Covered Debt Amount exceeding the a Borrowing Base then in effect;Deficiency. (b) Subject to the terms and conditions set forth herein, each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or and in any Agreed Foreign Currency 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, Commitments or (iii) the total Covered Debt Amount exceeding the a Borrowing Base then in effect;Deficiency. (c) Subject to the terms and conditions set forth herein, each Initial Term Lender severally agrees to make a Initial Term Loan Loans in Dollars to the Borrower on the First Amendment Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the a Borrowing Base then in effect; andDeficiency. (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 Subject to the terms and conditions set forth herein, each 2025 Term Lender severally agrees to make 2025 Term Loans in Euro to the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect on the 2025 Term Loan Funding Date in an aggregate principal amount (i) up to the Term Loans may but not be reborrowed. The exceeding such Lender’s 2025 Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentand (ii) that will not result in a Borrowing Base Deficiency.

The Commitments. (a) Subject to the terms and conditions set forth herein: , on the Fourth Amendment Effective Date, each Person party hereto that executes a signature page hereto as a “New Revolving Lender” and has a New Revolving Commitment set forth opposite its name on Schedule A-1 hereto (aeach, a “New Revolving Lender”) each Dollar Lender agrees, severally agrees and not jointly, (i) that it shall have a New Revolving Commitment in the amount set forth opposite its name on Schedule A-1 hereto and (ii) to make Revolving Loans in Dollars to the Borrower from time to time during Borrowers as described in Section 2.01 of the Availability Period Amended Credit Agreement. On the Fourth Amendment Effective Date, the New Revolving Commitments will replace the Existing Revolving Commitments in an aggregate their entirety. The Borrowers shall prepay in full the outstanding 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 any Revolving Loans in Dollars or in (including any Agreed Foreign Currency Swingline Loans) outstanding immediately prior 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 Fourth Amendment Effective Date, together with all accrued and unpaid fees and interest thereon. Any Letters of 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 a Term Loan in Dollars outstanding immediately prior to the Borrower on the First Fourth Amendment Effective Date in an aggregate principal amount shall be deemed to be issued under the New Revolving Commitments (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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 immediately after giving effect to the Administrative Agent no later than ten (10) Business Days before the date establishment of the proposed reallocation, in form reasonably satisfactory to Additional Revolving Commitments). For the Administrative Agent and with the written consent avoidance 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 reallocationdoubt, (i) the specified amount Letter of such Lender’s Dollar Credit Commitments or Multicurrency Commitmentsof the Issuing Banks shall remain in full force and effect under the Amended Credit Agreement and (ii) the Replacement Revolving Commitments and the Additional Revolving Commitments shall constitute a single Class of Revolving Commitments under the Amended Credit Agreement. On the Fourth Amendment Effective Date, as applicable, each of the Letters of Credit issued and outstanding under the Credit Agreement immediately prior to the Fourth Amendment Effective Date shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, issued under the Amended Credit Agreement. (iib) 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 Subject to the terms and conditions set forth herein, on the Borrower may borrowFourth Amendment Effective Date, prepay (i) each Person that executes a signature page hereto as an “Term A-4 Lender” (each, a “Term A-4 Lender”) agrees, severally and reborrow Revolving Loans. Amounts repaid or prepaid not jointly, that it shall provide a Term A-4 Loan to the Borrowers on the Fourth Amendment Effective Date in the amount set forth opposite its name on Schedule A-2 hereto and (ii) each Person that executes a signature page hereto as a “Term A-5 Lender” (each, a “Term A-5 Lender”) agrees, severally and not jointly, that it shall provide a Term A-5 Loan to the Borrowers on the date specified in the Borrowing Request with respect to the Term A-5 Loans in the amount set forth opposite its name on Schedule A-3 hereto. (c) Each New Revolving Lender, Term A-4 Lender and Term A-5 Lender, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document (including this Amendment) and each other document required to be delivered to, or be approved by or satisfactory to, the Term Loan A/Revolver Administrative Agent or any Class of Lenders on the Fourth Amendment Effective Date. The Commitments of the Lenders are several, and no Lender shall be responsible for any other Lender’s failure to make Loans or provide Revolving Commitments on the Fourth Amendment Effective Date. (d) Subject to the terms and conditions set forth herein, pursuant to Sections 2.20, 2.21 and 9.02 of the Credit Agreement, effective as of the Fourth Amendment Effective Date, for all purposes of the Loan Documents, (i) the New Revolving Commitments shall constitute “Revolving Commitments”, (ii) the Replacement Revolving Commitments shall constitute “Other Revolving Commitments”, (iii) the Additional Revolving Commitments shall constitute an “Incremental Revolving Commitment Increase”, (iv) the Term A-4 Loans and the Term A-5 Loans shall constitute “Term Loans” and “Incremental Term Loans”, (v) each Person providing a Term A-4 Loan and/or a Term A-5 Loan shall become a “Term Lender” and a “Lender” and shall have the rights and obligations of a Lender holding a Term A-4 Loan and/or Term A-5 Loan, as applicable, and (vi) each Person providing a New Revolving Commitment shall become a “Revolving Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Revolving Commitment. (e) Each Lender party hereto with an Existing Revolving Commitment immediately prior to the Fourth Amendment Effective Date waives any right to compensation for losses, expenses or liabilities incurred by such Lender in connection with the termination of its Existing Revolving Commitments to which it may otherwise have been entitled pursuant to Section 2.16 of the Credit Agreement in respect of the transactions contemplated hereby. (f) Each of the New Revolving Lenders, the Term A-4 Lenders and the Term A-5 Lenders expressly agrees that, notwithstanding anything to the contrary in Section 2.03 of the Credit Agreement, the Borrowers shall not be reborrowed. required to deliver a Borrowing Request for the initial Borrowings of Term A-4 Loans or Term A-5 Loans on or after the Fourth Amendment Effective Date prior to the Business Day immediately preceding the date of such initial Borrowing. (g) The Term Commitment obligation of each New Revolving Lender, Term A-4 Lender and Term A-5 Lender, as applicable, to provide New Revolving Commitments, Term A-4 Loans and/or Term A-5 Commitments, as applicable, on the Fourth Amendment Effective Date is, in each case, subject to the satisfaction of the following conditions: (i) delivery of a Borrowing Request with respect to any Term A-4 Loans and New Revolving Loans to be borrowed on the Fourth Amendment Effective Date no later than one (1) Business Day prior to the Fourth Amendment Effective Date; provided that such notice shall automatically terminate upon not include any representation or statement as to the absence (or existence) of any Default or Event of Default; (ii) the accuracy of the Specified Representations in all material respects on and as of the Fourth Amendment Effective Date; provided that any representations and warranties qualified by materiality shall be, as so qualified, accurate in all respects; provided, further, that references in such Specified Representations to (i) the “Transactions” shall be to the Class V Transaction as defined in the Amended Credit Agreement, (ii) “Agreement” shall be to this Amendment, (iii) “Loan Documents” shall include this Amendment, (iv) “Loans” shall include the Term Lender fully funding its A-4 Loans, the Term Commitment.A-5 Loans and the New Revolving Commitments and (v) the “granting of the Liens in the Collateral” instead shall refer to the existence of the Liens on the Collateral on the Fourth Amendment Effective Date granted by the Loan Parties prior to the Fourth Amendment Effective Date;

The Commitments. (a) Subject to and upon the terms and conditions set forth herein: herein (aincluding, on and after the initial Incremental Revolving Loan Commitment Date, in Section 1.19), (x) each Dollar RL Lender severally agrees to make Revolving Loans in Dollars to the Borrower agrees, at any time and from time to time during the Availability Period Revolving Credit Period, to make a revolving loan or revolving loans in an aggregate principal amount that will not result in Dollars to the respective Domestic Dollar Revolving Loan Borrower requesting the same (ieach, a “Domestic Dollar Revolving Loan” and, collectively, the “Domestic Dollar Revolving Loans”) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, and (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; (by) each Multicurrency Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees to make Revolving Loans in Dollars or in agrees, at any Agreed Foreign Currency to the Borrower time and from time to time during the Availability Period Revolving Credit Period, to make a revolving loan or revolving loans to the respective 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 aggregate principal amount that will not result in “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) each being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Revolving Loans: (i) such Lender’s shall, in the case of Domestic Dollar Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency CommitmentLoans, at the option of the respective Domestic 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 Domestic Dollar Revolving Loans comprising the same Borrowing shall be of the same Type; (ii) shall, in the aggregate case of Alternate Currency Revolving Multicurrency Loans, be made and maintained in the respective Available Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that (I) 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 Primary Alternate Currency 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); and (II) all Foreign Dollar Revolving Loans shall, at the option of the respective Foreign Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, further, that except as otherwise specifically provided herein, all Foreign Dollar Revolving Loans comprising the same Borrowing shall be of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (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 all such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effectsuch Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time; (cv) each 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 (ii) that will not result shall not, in the total Covered Debt Amount exceeding case of Domestic Dollar Revolving Loans made under the Borrowing Base then Domestic Dollar Revolving Loan Sub-Commitments by any RL Lender, be made at any time if, at the time of making any such Domestic Dollar Revolving Loans and after giving effect thereto, the Individual Domestic Dollar Revolving Loan Sub-Commitment Credit Exposure of such RL Lender would exceed the Domestic Dollar Revolving Loan Sub-Commitment of such RL Lender at such time; (vi) [reserved]; (vii) shall not, in effectthe 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; and (dviii) 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 Commitmentsshall not, in each the case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocationall Revolving Loans, 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 at 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 thattime if, after giving effect to all such purchases and salesthereto, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iiix) the Borrower shall pay to Aggregate Revolving Credit Exposure would exceed the Total Revolving Lenders of each Class Loan Commitment at such time or (y) the amounts, if any, payable under Section 2.15 as a result Individual Revolving Credit Exposure of any resulting prepayment. Within the foregoing limits RL Lender would exceed its Revolving Loan Commitment as then in effect. (i) Subject to and subject to upon the terms and conditions set forth herein, the Domestic Dollar Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Domestic Dollar Swingline Loan” and, collectively, the “Domestic Dollar Swingline Loans”) to the respective Domestic Dollar Revolving Loan Borrower requesting the same, which Domestic Dollar Swingline Loans (A) shall be made and maintained in Dollars, (B) shall be made and maintained as Base Rate Loans, (C) may borrowbe repaid and reborrowed in accordance with the provisions hereof, prepay (D) 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, (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, or (z) the Individual Domestic Dollar Revolving Loan Sub-Commitment Credit Exposure of any RL Lender would exceed the Domestic Dollar Revolving Loan Sub-Commitment of such RL Lender, and reborrow (E) shall not exceed in aggregate principal amount at any time outstanding the Maximum Dollar Swingline Amount. (ii) Subject to and upon the terms and conditions set forth herein, the Foreign Dollar Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Foreign Dollar Swingline Loan” and, collectively, the “Foreign Dollar Swingline Loans”) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Foreign Dollar Swingline Loans (A) shall be made and maintained in Dollars, (B) shall be made and maintained as Base Rate Loans, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000, and (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount. (iii) Subject to and upon the terms and conditions set forth herein, the Euro Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Euro Swingline Loan” and, collectively, the “Euro Swingline Loans”) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Euro Swingline Loans (A) shall be made and maintained in Euros, (B) shall bear interest based on EURIBOR, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000, and (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount. (iv) Subject to and upon the terms and conditions set forth herein, the Canadian Dollar Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Canadian Dollar Swingline Loan” and, collectively, the “Canadian Dollar Swingline Loans”) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Canadian Dollar Swingline Loans (A) shall be made and maintained in Canadian Dollars, (B) shall bear interest based on the Canadian Prime Rate, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000, and (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount. (v) Subject to and upon the terms and conditions set forth herein, the Sterling Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Sterling Swingline Loan” and, collectively, the “Sterling Swingline Loans”) to the respective Alternate Currency Revolving Loan Borrower requesting the same, which Sterling Swingline Loans (A) shall be made and maintained in Pounds Sterling, (B) shall bear interest based on the Alternate Currency LIBOR Rate, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Primary Alternate Currency Revolving Loan Sub-Tranche would exceed the Primary Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000, and (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount. (vi) Subject to and upon the terms and conditions set forth herein, the Mexican Pesos Swingline Lender agrees to make, from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Mexican Pesos Swingline Loan” and, collectively, the “Mexican Pesos Swingline Loans”) to the Mexican Alternate Currency Revolving Loan Borrower requesting the same, which Mexican Pesos Swingline Loans (A) shall be made and maintained in Mexican Peso, (B) shall bear interest based on the TIIE Rate, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not be made (or be required to be made) on any date if, after giving effect thereto, (w) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect, (x) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, (y) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL Lender relating to the Mexican Pesos Revolving Loan Sub-Tranche would exceed the Mexican Pesos Revolving Loan Sub-Commitment of such Alternate Currency RL Lender or (z) the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000, (E) shall not exceed, together with all other Alternate Currency Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Alternate Currency Swingline Amount and (F) shall not exceed, together with all other Mexican Pesos Swingline Loans that are outstanding at such time, an aggregate principal amount at any time outstanding equal to the Maximum Mexican Pesos Swingline Amount. Amounts repaid No Swingline Lender shall be obligated to make any Swingline Loans at a time when any RL Lender has become a Defaulting Lender unless it is satisfied that the applicable Defaulting Lender’s participation in the outstanding Swingline Loans will be 100% covered by the Non-Defaulting Lenders as a result of a re-allocation pursuant to Section 1.21 (and participating interests in newly made Swingline Loans shall be allocated in a manner consistent with Section 1.21) or prepaid such Swingline Lender has entered into arrangements satisfactory to it to eliminate such Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (to which arrangements each Lender hereby grants its consent), including by cash collateralizing such Defaulting Lender’s Domestic RL Dollar Percentage or applicable Alternate Currency RL Percentage, as applicable, of the Term outstanding Swingline Loans may not be reborrowed(such arrangements, the “Swingline Back-Stop Arrangements”). The Term Commitment of each Term Notwithstanding anything to the contrary contained in this Section 1.01(b), no Swingline Lender shall automatically terminate upon make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Lenders stating that a Specified Default or an Event of Default exists and is continuing until such Term time as such Swingline Lender fully funding 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 Specified Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes such Specified Default or Event of Default has ceased to exist. (c) On any Business Day, any Swingline Lender may, in its Term Commitment.sole discretion, give notice to (i) in the case of a Domestic Dollar Swingline Loan, each RL Lender and (ii) in the case of an Alternate Currency Swingline Loan, each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to the respective Alternate Currency Revolving Loan Sub-Tranche under which such Alternate Currency Swingline Loan was made, that its outstanding Swingline Loans shall be funded with a Borrowing by the applicable Borrower of, in the case of a Domestic Dollar Swingline Loan, Domestic Dollar Revolving Loans and, in the case of an Alternate Currency Swingline Loan, Alternate Currency Revolving Loans in the Alternate Currency in which such Alternate Currency Swingline

The Commitments. (A) Subject to the terms and conditions set forth herein: (a) 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 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 (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 upon the terms and conditions set forth herein, each Bank with a Dollar Facility Revolving Loan Commitment severally agrees at any time and from time to time on and after the Borrower may borrowFourth Restatement Effective Date and prior to the Final Maturity Date, prepay and reborrow to make a revolving loan or loans (each, a "Dollar Facility Revolving Loan" and, collectively, the "Dollar Facility Revolving Loans") to the Company, which Dollar Facility Revolving Loans: (I) shall, at the option of the Company, be Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Dollar Facility Revolving Loans comprising the same Borrowing shall at all times be of the same Type; (II) shall be made and maintained in Dollars, (III) may be repaid and reborrowed in accordance with the provisions hereof; and (IV) shall not exceed for any Dollar Facility Bank at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all other outstanding Dollar Facility Revolving Loans made by such Dollar Facility Bank and (y) product of (i) such Dollar Facility Bank's Dollar Facility RL Percentage, if any, and (ii) the Swingline 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 Dollar Facility Revolving Loans or Swingline Loans) at such time, equals the Dollar Facility Revolving Loan Commitment of such Dollar Facility Bank at such time. (B) Subject to and upon the terms and conditions set forth herein, each Bank with a Dual Currency Facility Revolving Loan Commitment severally agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Dual Currency Facility Revolving Loan Conversion Date, a revolving loan or loans (each, a "Dual Currency Facility Revolving Loan," and collectively, the "Dual Currency Facility Revolving Loans") to the Company, which Dual Currency Facility Revolving Loans (I) shall be made and maintained in the respective Available Currency elected by the Company, (II) except as hereinafter provided, shall, at the option of the Company, be incurred and maintained as and/or converted into one or more Borrowings of Base Rate Loans, Eurodollar Loans or EURIBOR Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Dual Currency Facility Revolving Loans made as part of the same Borrowing shall at all times consist of Dual Currency Facility Revolving Loans of the same Type, (III) prior to the Dual Currency Facility Revolving Loan Conversion Date, 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 Dual Currency Facility Bank 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 Dual Currency Facility Exposure of such Dual Currency Facility Bank to exceed the amount of its Dual Currency Facility Revolving Loan Commitment at such time and (V) shall not be made (and shall not be required to be made) by any Dual Currency Facility Bank if the making of same would cause the Aggregate Dual Currency Facility 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 Dual Currency Facility Revolving Loan Commitment as then in effect. Amounts Dual Currency Facility Revolving Loans (if any) outstanding on the Dual Currency Facility Revolving Loan Conversion Date and repaid after such date may not be reborrowed. (C) Subject to and upon the terms and conditions herein set forth, the Swingline Bank agrees to make at any time and from time to time after the Restatement Effective Date and prior to the Swingline Expiry Date, a loan or prepaid loans to the Company (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans: (i) shall be made 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 Dollar Facility 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, Dollar Facility Revolving Loans or Swingline Loans) at such time, an amount equal to the Total Dollar Facility Revolving Loan Commitment then in effect; and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists with respect to any Dollar Facility Bank unless the Swingline Bank has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Bank's risk with respect to the Term Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Dollar Facility RL Percentage of the outstanding Swingline Loans. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Company or the Required Banks stating that a Default or an Event of Default exists until such time as the Swingline Bank shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks (or all the Banks to the extent required by Section 13.12). (D) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Dollar Facility Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Dollar Facility 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 Dollar Facility Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Dollar Facility Banks pro rata based on each Dollar Facility Bank's Dollar Facility RL Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Bank for such outstanding Swingline Loans. Each Dollar Facility Bank hereby irrevocably agrees to make Dollar Facility Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Sections 5 or 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 Dollar Facility Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be reborrowed. The Term Commitment 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 Company), each Term Lender Dollar Facility Bank (other than the Swingline Bank) hereby agrees that it shall automatically terminate forthwith purchase from the Swingline Bank (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Dollar Facility Banks to share in such Swingline Loans ratably based upon their respective Dollar Facility RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Dollar Facility Bank purchasing same from and after such Term Lender fully funding its Term Commitmentdate of purchase and (y) at the time any purchased assignment pursuant to this sentence is actually made, the purchasing Dollar Facility Bank shall be required to pay the Swingline Bank interest on the principal amount of assignment purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such assignment, at the rate otherwise applicable to Dollar Facility Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the such Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency CommitmentsCommitments at such time or, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; . or (c) each 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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (div) 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 aggregate Revolving Multicurrency Credit Exposure to exceed its denominated in the Specified Agreed Foreign Currencies exceeding the Specified 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. Sublimit; Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) , each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower ODEC from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar CommitmentCommitment 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, (i) prior to the 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) subject to the aggregate Revolving Dollar Credit Exposure of all terms and conditions set forth in this Agreement, ODEC and each of the Lenders exceeding agree that on 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 Effective Date but subject 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 satisfaction of the Lenders exceeding reallocation and other transactions described in Section 1.06, any Existing Loans, except for 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 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 (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 applicableRepaid Existing Loans, shall be deemed to re-evidenced as Loans under this Agreement, the terms of any such Existing Loans shall be converted to an increase restated in such Multicurrency Commitments or Dollar Commitmentstheir entirety and shall be evidenced by this Agreement, 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 subject to the Revolving Lenders terms and conditions set forth herein, each Lender 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 additional Loans to ODEC as is necessary to cause each such Lender’s outstanding Loans hereunder to reflect such Lender’s Applicable Percentage of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepaymentaggregate Commitments on the Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower ODEC may borrow, prepay repay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to (a) On the terms and subject to the conditions set forth herein: (a) contained in this Agreement, each Dollar Lender severally agrees to make revolving loans (each a "Revolving Loans in Dollars Loan") to the Borrower from time to time on any Business Day during the Availability Period period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding for all such Revolving Loans by such Lender such Lender's Revolving Credit Commitment; provided, however, that will not result in at no time shall any Lender be obligated to make a Revolving Loan (i) in excess of such Lender’s Revolving Dollar 's Ratable Portion of the Available Credit Exposure exceeding such Lender’s Dollar Commitment, and (ii) to the extent that the aggregate Revolving Dollar Loans then outstanding, after giving effect to such Revolving Loan, would exceed the Maximum Credit Exposure in effect at such time. Within the limits of all each Lender's Revolving Credit Commitment, amounts of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;Revolving Loans repaid may be reborrowed under this Section 2.1(a). (b) On the terms and subject to the conditions contained in this Agreement, each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency term loans (each a "Term Loan") to the Borrower from time to time on any Business Day during the Availability Period period from the date hereof until the Term Credit Termination Date in an aggregate principal amount that will not result in (i) to exceed at any time outstanding for all such Term Loans by such Lender such Lender’s Revolving Multicurrency 's Term Credit Exposure exceeding such Lender’s Multicurrency Commitment; provided, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitmentshowever, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each Term that at no time shall any Lender severally agrees be obligated 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 in excess of such Lender's Ratable Portion of the aggregate Term Lender’s Initial Term Commitment Credit Commitments and (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 extent that 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 aggregate Term Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such thatthen outstanding, after giving effect to all such purchases and salesTerm Loan, each Revolving Lender shall have funded its pro rata share would exceed the aggregate Term Credit Commitments in effect at such time. No amounts 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans repaid may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentreborrowed under this Section 2.1(b).

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Revolving 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 Revolving Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Revolving Lender severally agrees to make Multicurrency 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 Revolving Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each Term Loan Lender severally agrees to make a Term Loan in Dollars to the Borrower in a single draw on the First Amendment Effective Date in an aggregate principal amount (i) up equal to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effectLoan Commitment; and (d) the The Borrower may reallocate all or a portion (in an amount of at least $10,000,000) of any Lender’s Dollar Revolving Commitments to Multicurrency Revolving Commitments or all or a portion (in an amount of at least $10,000,000) of any Lender’s Multicurrency Revolving Commitments to Dollar Revolving Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocationAgent, 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 Revolving Commitments or Multicurrency Revolving Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Revolving Commitments or Dollar Revolving Commitments, as applicable, for all purposes hereof, hereof and (ii) each Revolving Lender shall purchase or sell Dollar Revolving Loans and/or Multicurrency Revolving 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 Revolving 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 prepaymentLoans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans that are prepaid may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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;effect or (iv) the aggregate Revolving Multicurrency Credit Exposure denominated in the Specified Agreed Foreign Currencies exceeding the Specified Multicurrency Sublimit; and (c) each 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 equal to the lesser of (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) an amount 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Revolving Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a “”Revolving Loan””) from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in exceeding (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Commitment and (ii) as to all Lenders, the aggregate Total 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;Commitment at such time; and (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 a Term Loan in Dollars loans to the Borrower (each, a “”Term Loan””) on the First Initial Borrowing Date or, in the case of the Reset Amendment Effective Date Lenders that are Term Lenders, on the Reset Amendment Closing Date, in each case in an aggregate principal amount (i) at any one time outstanding up to but not exceeding (i) such Term Lender’s Initial Term Commitment and (ii) that will not result in as to all Term Lenders, the total Covered Debt Amount exceeding the Borrowing Base then in effect; andTotal Term Commitment at such time. (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 Within 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 other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans once repaid, may not be reborrowed. (d) 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) of 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, the “”Future Funding Reserve Loan””), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Term Commitment Borrower shall deposit the proceeds of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. Subject to the terms and conditions set forth herein: (a) On the Restatement Effective Date, the Loans of each Dollar Lender severally agrees to make Revolving Loans in Dollars shall consist of (x) the term loan (a “Term Loan” and, collectively, the “Term Loans”) of each Lender which is outstanding under the Original Credit Agreement immediately prior to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in Restatement Effective Date less (i) such Lender’s Revolving Dollar pro rata percentage of $25,000,000 (or such other greater amount as the Term Loans shall have been repaid with proceeds of loans under the Junior 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 a Term Loan in Dollars to the Borrower Agreement on the First Amendment Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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 (cDate) and (ii) shall not cause any Lender’s the amount of the Revolving Dollar Credit Exposure Loans of each Lender under clause (y) on the Restatement Effective Date, and (y) Revolving Loans in an amount equal to exceed its Dollar Commitments or cause any Lender’s the Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount Commitment of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, . The Interest Period(s) and Eurodollar Rate applicable to each Term Loan outstanding on the Restatement Effective Date shall be deemed also 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 apply to the other Lenders as specified by respective Revolving Loans resulting from the Administrative Agent in an amount necessary such that, after giving effect conversion of Term Loans to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of Loans on the entire amount of Restatement Effective Date until the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders end of each Class the amounts, if any, payable under such Interest Period; provided that any breakage costs owing pursuant to Section 2.15 2.10 as a result of any resulting prepayment. Within the foregoing limits conversion shall be for the account of the Borrower. (b) From and after the Restatement Effective Date, subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make, at any time and from time to time, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the Borrower may borrow, prepay and reborrow “Revolving Loans. Amounts repaid or prepaid with respect ”) to the Term Loans Borrower, which Revolving Loans: (i) shall bear interest in accordance with Section 2.07, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not be reborrowed. The Term exceed for any such Lender at any time that outstanding aggregate principal amount which equals the Revolving Commitment of each Term such Lender shall automatically terminate upon at such Term Lender fully funding its Term Commitmenttime.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Each Term B Lender severally agrees to make Revolving Loans a Term B Loan in Dollars to the Borrower from time to time during on the Availability Period Fifth Restatement Effective Date in an aggregate a principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar its Term B Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all . The full amount of the Lenders exceeding Term B Loans pursuant to the Dollar CommitmentsTerm 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, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;as further provided herein. (b) each Multicurrency Each Revolving 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 Revolving Commitment, (ii) the aggregate Aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, Aggregate Revolving Commitment or (iii) the total Covered Debt Amount aggregate amount of Revolving Credit Exposures denominated in Foreign Currencies exceeding the Borrowing Base then in effect; (c) each 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 (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 Aggregate Foreign Currency Sublimit 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 prepaymentAmount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Revolving Loans may be ABR Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans or Term SOFR Loans, as further provided herein. (i) The Additional Term B-1 Lender agrees to make to the Borrower on the Second Amendment Effective Date one or more Term Loans denominated in Dollars in an aggregate principal amount equal to the Additional Term B-1 Lender’s Additional Term B-1 Loan Commitment on the Second Amendment Effective Date and (ii) each Second Amendment Converted Term Loan held by each Second Amendment Cashless Consenting Lender shall be converted into a Term B-1 Loan (together with the Term Loans made under clause (i) above, each, a “Term B-1 Loan” and collectively, the “Term B-1 Loans”) of such Second Amendment Cashless Consenting Lender effective as of the Second Amendment Effective Date in a principal amount equal to the principal amount of such Second Amendment Cashless Consenting Lender’s Second Amendment Converted Term Loan. Amounts borrowed under this Section 2.01(c) and repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term Commitment of each B-1 Loans may be ABR Loans or Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentSOFR Loans, as further provided herein.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Revolving 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 Revolving Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Revolving Lender severally agrees to make Multicurrency Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period (but not on the Amendment No. 1 Effective Date) in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Revolving Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Revolving Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each Term Loan Lender severally agrees to make a Term Loan in Dollars to the Borrower in a single draw on the First Amendment Effective Date in an aggregate principal amount (i) up equal to but not exceeding such Term Lender’s Initial Term Commitment and (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 prepaymentTerm Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans that are prepaid may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.

The Commitments. (a) Subject to and upon the terms and ---------------- conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees (A) in the case of each Original Bank, to convert into Tranche A Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Revolving Loans made by such Original Bank pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Revolving Loans made by such Original Bank and so outstanding and (y) such Original Bank's Tranche A Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i)(x)), provided that in no -------- event shall the aggregate principal amount of Original Revolving Loans converted pursuant to this clause (A) exceed $150,000,000 or, unless so elected by the Borrower in a written notice delivered to the Administrative Agent at least three Business days prior to the Restatement Effective Date, $100,000,000, and/or (B) to make, from time to time on and after the Restatement Effective Date but no later than the Final A Draw Date, a term loan or term loans (each a "Tranche A Term Loan" and collectively the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise -------- specifically provided in Section 1.10(b), all Tranche A Term Loans made as part of the same Borrowing shall consist of Tranche A Term Loans of the same Type and (ii) shall not exceed for any Bank, in initial aggregate principal amount for all Tranche A Term Loans being made by such Bank on any Tranche A Term Loan Borrowing Date, that amount which equals the Tranche A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i)(x) but after giving effect to any reductions thereto prior to such date pursuant to Section 3.03(b)(i)(y)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Restatement Effective Date (and immediately after giving effect thereto) the aggregate principal amount of all outstanding Tranche A Term Loans shall not be less than $100,000,000. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make, from time to time on and after the Restatement Effective Date but no later than the Final B Draw Date, a term loan or term loans (each, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section -------- 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Tranche B Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Restatement Effective Date or, if an Interest Period relating to any then outstanding Revolving Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) the date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication of the Tranche B Term Loan Facility (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Tranche B Term Loans that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period), and (ii) shall not exceed for any Bank, in initial aggregate principal amount for all Tranche B Term Loans being made by such Bank on any Tranche B Term Loan Borrowing Date, that amount which equals the Tranche B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(ii)(x) but after giving effect to any reductions thereto prior to such date pursuant to Section 3.03(b)(ii)(y)). No more than four Tranche B Term Loan Borrowing Dates shall be permitted to occur. Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to the terms and conditions set forth herein: herein (a) including, without limitation, the relevant Tranche C Supplement), in the event that a Tranche C Supplement has become effective in respect of a Tranche C Term Loan Sub-Facility, each Dollar Lender Bank having a Tranche C Term Loan Commitment under such Sub- Facility severally agrees to make Revolving Loans on such date or dates occurring on and after the Supplement Effective Date for such Tranche C Supplement as are set forth in Dollars such Tranche C Supplement a term loan or term loans (each, a "Tranche C Term Loan" and, collectively, the "Tranche C Terms Loans") to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in Borrower, which Tranche C Term Loans (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitmentshall be Base Rate Loans or Eurodollar Loans, (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 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 (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 exceed for any Lender’s Bank in initial aggregate principal amount for all Tranche C Term Loans being made by such Bank under the relevant Tranche C Term Loan Sub-Facility that amount which equals the Tranche C Term Loan Commitment of such Bank under such Tranche C Term Loan Sub-Facility on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(iii)(x) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)(y)) and (iii) shall not exceed in initial aggregate principal amount the amount permitted in Section 1.14(a). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Dollar Credit Exposure Loan Commitment sever ally agrees, at any time and from time to exceed its Dollar Commitments time on and after the Restatement Effective Date and prior to the A/RF Maturity Date, to make a revolving loan or cause any Lender’s revolving loans (each, a "Revolving Multicurrency Credit Exposure Loan" and, collectively, the "Revolving Loans") to exceed its Multicurrency Commitments. Upon such reallocationthe Borrower, which Revolving Loans (i) shall, at the specified amount option of such Lender’s Dollar Commitments the Borrower, be Base Rate Loans or Multicurrency CommitmentsEurodollar Loans, pro vided that, except as applicableotherwise specifically --------- provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereofof the same Type, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loansmay be repaid and reborrowed at any time in accordance with the provisions hereof, 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 not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (A) such Bank's Percentage and (B) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Lenders Loans) at such time and (II) the aggregate principal amount of each Class all Swingline Loans (exclusive of Swingline Loans which are repaid with the amountsproceeds of, if anyand simultaneously with the incurrence of, payable under Section 2.15 as a result the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any resulting prepayment. Within time outstanding that aggregate principal amount which, when added to (I) the foregoing limits aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and subject simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (e) Subject to and upon the terms and conditions set forth herein, the Borrower Swingline Bank agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may borrowbe repaid and reborrowed in accordance with the provisions hereof, prepay (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and reborrow the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving LoansLoan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Amounts repaid or prepaid The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into an arrangement satisfactory to it and the Borrower, to eliminate the Swingline Bank's risk with respect to the Term Bank which is the subject of such Bank Default, including by cash collateralizing the Bank's Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(e), the Swingline Bank shall not make any 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 and is continuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such 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 has ceased to exist. (f) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with 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 Banks pro rata based on each such Bank's Percentage --- ---- (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum 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 reborrowed. The Term made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Section 10), provided that (x) all -------- interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each Term Lender day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter and (z) whenever the Swingline Bank receives a payment in respect of a Swingline Loan in which such a participation has been purchased, the Swingline Bank shall automatically terminate upon pay to the Banks which acquired such Term Lender fully funding its Term Commitmentparticipation on amount equal to such Banks' share in such Swingline Loan. (g) Notwithstanding the foregoing, no Loan may be incurred, or Letter of Credit issued, if after giving effect to the incurrence of such Loans or the issuance of such Letter of Credit, the sum of the outstanding aggregate principal amount of the Loans and the aggregate amount of the Letter of Credit Outstandings would exceed $200,000,000, unless the Specific Borrowing Conditions are satisfied on the date thereof.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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;; and (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein: (a) herein and in the Amendment and Restatement Agreement, each Dollar 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 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 Loans 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 the Borrower Borrower, at any time and from time to time during on and after the Availability Period 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 (i) such Lender▇▇▇▇▇▇’s Revolving Dollar Credit Exposure with respect to Initial Revolving Loans exceeding such Lender▇▇▇▇▇▇’s Dollar Closing Date Revolving Commitment, (ii) . Within 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 limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower from time to time during may borrow, pay or prepay and reborrow the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Initial 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;Loans. (c) each Term Lender severally agrees Subject 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 (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 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 Borrower may borrowapplicable Incremental Term Loan Borrowing Date, prepay (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and reborrow Revolving maintained as, and/or converted into one or more Borrowings of Base Rate Loans or Term SOFR Loans. Amounts repaid or prepaid with respect ; 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. The Term . (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 of each Term Lender shall automatically terminate upon to make any such Term Lender fully funding its Term CommitmentLoan to the extent not so made by such branch or Affiliate.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Revolving Lender severally agrees to make Syndicated 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 Revolving Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Revolving Lenders exceeding the aggregate Dollar Commitments, Revolving Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Revolving Lender severally agrees to make Syndicated Revolving Loans in Dollars or and in any Agreed Foreign Currency 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 Revolving Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Revolving Lenders exceeding the aggregate Multicurrency Commitments, Revolving Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each Syndicated Term Lender severally agrees to make a Syndicated Term Loan Loans in Dollars to the Borrower on the First Amendment Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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 Term Loan Commitment. All Loans and Multicurrency Loans and (iii) Letters of Credit outstanding under the Borrower Existing Credit Agreement on the Restatement Effective Date shall pay to remain outstanding hereunder on the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepaymentterms set forth herein. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Syndicated Revolving Loans. Amounts repaid or prepaid with in respect to the of Syndicated 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the such Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.40 Revolving Credit Agreement

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the Dollar CommitmentsCommitments 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 or in any Agreed Foreign Currency to the Borrower from time to time during the such Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the Multicurrency CommitmentsCommitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the thesuch Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments, 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 or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the thesuch Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Third Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Each Term B Lender severally agrees to make Revolving Loans a Term B Loan in Dollars to the Borrower from time to time during on the Availability Period Fifth Restatement Effective Date in an aggregate a principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar its Term B Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all . The full amount of the Lenders exceeding Term B Loans pursuant to the Dollar CommitmentsTerm 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, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;as further provided herein. (b) each Multicurrency Each Revolving 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 Revolving Commitment, (ii) the aggregate Aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, Aggregate Revolving Commitment or (iii) the total Covered Debt Amount aggregate amount of Revolving Credit Exposures denominated in Foreign Currencies exceeding the Borrowing Base then in effect; (c) each 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 (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 Aggregate Foreign Currency Sublimit 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 prepaymentAmount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid Revolving Loans may be ABR Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans or prepaid with respect Term SOFR Loans, as further provided herein; provided that, for the avoidance of doubt, any Existing Revolving Loans denominated in Dollars that are outstanding immediately prior to the Term Loans may not be reborrowed. The Term Commitment Fifth Restatement Effective Date shall continue to bear interest at a rate per annum equal to the “Eurocurrency Rate” (as defined in the Fourth Restated Credit Agreement) for the Interest Period for such Borrowing as in effect immediately prior to the Fifth Restatement Effective Date plus the Applicable Rate until the end of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentInterest Period.

The Commitments. Subject to (a) On the terms and subject to the conditions set forth herein: (a) contained in this Agreement, each Dollar Lender severally agrees to make Revolving Loans in Dollars loans (each a "Tranche A Loan") to the Borrower from time to time on any Business Day during the Availability Period 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 A Commitment; provided, however, that will not result in at no time shall any Lender be obligated to make a Tranche A Loan (i) in excess of such Lender’s Revolving Dollar 's Ratable Portion of the Available Tranche A Credit Exposure exceeding such Lender’s Dollar Commitment, and (ii) to the extent that the aggregate Revolving Dollar Tranche A Outstandings, after giving effect to such Tranche A Loan, would exceed the Maximum Tranche A Credit Exposure in effect at such time. Within the limits of all each Lender's Tranche A Commitment, amounts of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;Tranche A Loans repaid may be reborrowed under this Section 2.1(a). (b) On the terms and subject to the conditions contained in this Agreement, each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency loans (each a "Tranche B Loan") to the Borrower from time to time during 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 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 Commitmentsnext succeeding Business Day), or (iiiy) in the total Covered Debt Amount exceeding case of Special Purpose Tranche B Loans, on any other Business Day during the Borrowing Base then in effect; (c) each Term Lender severally agrees to make a Term Loan in Dollars to period from the Borrower on date hereof until the First Amendment Effective 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 at no time shall any Lender be obligated to make a Tranche B Loan (i) up to but not exceeding in excess of such Term Lender’s Initial Term Commitment 's Ratable Portion of the Available Tranche B Credit and (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 extent that 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 thataggregate Tranche B Outstandings, after giving effect to all such purchases and salesTranche B Loan, each Revolving Lender shall have funded its pro rata share of would exceed 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 prepaymentMaximum Tranche B Credit in effect at such time. Within the foregoing limits and subject to the terms and conditions set forth hereinof each Lender's Tranche B Commitment, the amounts of Tranche B Loans repaid may be reborrowed under this Section 2.1(b). The Borrower may borrownot request more than two Tranche B Borrowings per month. (c) Notwithstanding the foregoing clauses (a) and (b), prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to during the Term Loans may period from the Petition Date through the entry of the Final Order the aggregate of all Outstandings at any one time shall not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentexceed $375,000,000.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving 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, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency 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, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each Term Lender severally agrees to make a Term Loan Loans in Dollars to the Borrower on the First Amendment 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) up to but not the aggregate principal amount of Term Loans held by such Term Lender exceeding such Term Lender’s Initial Term Commitment and Commitment, (ii) that will not result in 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; 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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to The Borrower may not reborrow any portion of the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentLoan that is prepaid.

The Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Dollar Amendment No. 1 Non-Extending Lender severally agrees to make Revolving Loans in Dollars or any Agreed Foreign Currency to the Borrower Borrowers from time to time during the Original 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, Commitment or (ii) the aggregate Revolving Dollar Credit Exposure of all sum of the Lenders total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the Dollar total Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;. (b) Subject to the terms and conditions set forth herein, each Multicurrency Amendment No. 1 Extending Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower Borrowers from time to time during the Extended 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, Commitment or (ii) the aggregate Revolving Multicurrency Credit Exposure of all sum of the Lenders total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the Multicurrency total Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;. (c) each 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 (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, the each Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect . (d) Notwithstanding anything herein to the Term contrary, so long as any Non-Extended Commitment shall be in effect, the Borrowers will not borrow Revolving Loans may not be reborrowed. The Term Commitment 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 Term Lender on the occasion of such borrowing shall automatically terminate upon such Term Lender fully funding equal its Term CommitmentApplicable Percentage of the aggregate amount borrowed.”

The Commitments. Subject to (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth herein: (a) each Dollar Lender severally agrees forth, 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 a Term Loan in Dollars to the Borrower on the First Amendment 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 for such Lender in the Register, as such amount may be reduced pursuant to 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, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the drawn Loans on the Closing Date. Any amount borrowed under this Section 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) Each Incremental Lender severally agrees, on the terms and conditions hereinafter set forth and as set forth in the applicable Joinder Agreement, to make Incremental Loans to the Borrower on the applicable Incremental Commitment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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 at any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) time outstanding the specified amount of such Lender’s Dollar Commitments or Multicurrency CommitmentsIncremental Commitment; provided that if for any reason the full amount of any Incremental Lender’s Incremental Commitment is not fully drawn on the applicable Incremental Commitment Effective Date, as applicable, the undrawn portion thereof shall automatically 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 cancelled upon giving effect to the other Lenders as specified by funding of the Administrative Agent in an drawn Incremental Loans on the applicable Incremental Commitment Effective Date. Any amount necessary such thatborrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed. Each Incremental Lender’s Incremental Commitment shall terminate immediately and without further action on the applicable Incremental Commitment Effective Date, after giving effect to all the funding of such purchases and sales, each Revolving Lender shall have funded its pro rata share of Lender’s Incremental Commitment on 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term applicable Incremental Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term CommitmentEffective Date.

The Commitments. (a) Subject to the terms and 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 in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans (or 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) 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 terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans prepaid and will purchase by assignment from the Additional Term B-3 Lender Term B-3 Loans in a principal amount equal to the 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 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). Once repaid, Term B-3 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein: (a) , each Dollar Revolving Lender with a 2023 Revolving Commitment agrees, severally agrees and not jointly, to make revolving credit loans denominated in U.S. Dollars (the “2023 Revolving Loans in Dollars Loans”) to the Borrower Borrower, at any time and from time to time during on and after the Availability Period Amendment and Restatement Effective Date until the earlier of one (1) Business Day prior to the Initial Maturity Date for 2023 Revolving Loans and the termination of the 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 (i) such Lender▇▇▇▇▇▇’s Revolving Dollar Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Dollar 2023 Revolving 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 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 (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 set forth above and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts repaid or prepaid . (c) Subject to and upon the terms and conditions set forth herein, each Lender with respect 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) 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 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. The 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 shall automatically terminate upon 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 fully funding its 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 CommitmentB-4 Loans may not be reborrowed.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the such Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.722276124 11299570 25 Revolving Credit Agreement

The Commitments. Subject to the terms and conditions set forth herein: (a) 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;; 747507610 22702620 (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 [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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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 [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 (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and747507610 22702620757699803.9 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving Syndicated Loans in Dollars to the Borrower from time to time during the such Dollar Lender’s 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 with Dollar Commitments then in effect exceeding the 32 Revolving Credit Agreement aggregate Dollar Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency Currencies to the Borrower from time to time during the such Multicurrency Lender’s 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 with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. (a) On the Restatement Effective Date, the Existing Tranche A Term Loans made by each Existing Lender to the Borrower pursuant to the Existing Credit Agreement shall be continued, and shall remain outstanding on the Restatement Effective Date as Borrowings of term loans hereunder (as so continued, each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans"), which Tranche A Term Loans, except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that except as otherwise specifically provided in Section 1.10(b), all Tranche A Term Loans made as part of the same Borrowing shall at all times consist of Tranche A Term Loans of the same Type. Once repaid, Tranche A Term Loans may not be reborrowed. The principal amount of each Existing Lender's Tranche A Term Loans that are to be continued as Tranche A Term Loans on the Restatement Effective Date is set forth opposite such Existing Lender's name on Schedule I hereto directly below the column entitled "Outstanding Existing Tranche A Term Loans." (b) On the Restatement Effective Date, the Existing Tranche B Term Loans made by each Existing Lender to the Borrower pursuant to the Existing Credit Agreement shall be continued, and shall remain outstanding on the Restatement Effective Date, as Borrowings of term loans hereunder (as so continued, each, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans"), which Tranche B Term Loans, except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type. Once repaid, Tranche B Term Loans may not be reborrowed. The principal amount of each Existing Lender's Tranche B Term Loans that are to be continued as Tranche B Term Loans on the Restatement Effective Date is set forth opposite such Existing Lender's name on Schedule I hereto directly below the column entitled "Outstanding Existing Tranche B Term Loans." (c) Subject to Section 1.14 and the other terms and conditions set forth herein: (a) , each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in with 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 Incremental Term Lender Loan Commitment severally agrees to make a term loan or term loans (each an "Incremental Term Loan in Dollars to Loan" and, collectively, the Borrower on the First Amendment Effective Date in an aggregate principal amount "Incremental Term Loans") which Incremental Term Loans (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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 hereofincurred on the Incremental Term Loan Borrowing Date, (ii) each Revolving Lender shall purchase except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or sell Dollar Loans and/or Multicurrency Eurodollar Loans, provided, that except as applicableotherwise provided in Section 1.10(b), at par to the other Lenders all Incremental Term Loans made 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 part of the entire amount same Borrowing shall at all times consist of Incremental Term Loans of the then outstanding Dollar Loans and Multicurrency Loans same Type, and (iii) shall not exceed for any Lender, in initial aggregate principal amount, that amount which equals the Incremental Term Loan Commitment of such Lender at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(d)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. Notwithstanding anything to the contrary contained in this Agreement, Incremental Term Loans shall be subject to the restrictions (if any) contained in the applicable Incremental Term Loan Commitment Agreement regarding the incurrence and/or conversion of Incremental Term Loans as or into Eurodollar Loans. (A) On the Restatement Effective Date, the Existing Revolving Loans made by each Existing Lender with an Existing Revolving Loan Commitment to the Borrower shall pay pursuant to the Revolving Lenders Existing Credit Agreement and outstanding on the Restatement Effective Date shall be continued, and shall remain outstanding, as Borrowings of each Class revolving loans hereunder made to the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits Borrower and (B) subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (together with the Existing Revolving Loans continued pursuant to preceding clause (A) of this Section 1.01(d), each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans made as part of the same Borrowing shall at all times consist of Revolving Loans of the same Type (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender 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 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. (A) On the Restatement Effective Date, the Existing Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date shall be continued, and shall remain outstanding, as Borrowings of Swingline Loans hereunder made to the Borrower and (B) subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees to make at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (together with the Existing Swingline Loans continued pursuant to preceding clause (A) of this Section 1.01(e), each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may borrowbe repaid and reborrowed in accordance with the provisions hereof, prepay (iii) shall not exceed in aggregate principal amount at any time outstanding, when added to (x) the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and reborrow (y) the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (v) shall not be extended if the Swingline Lender receives a written notice from the Administrative Agent or the Required Lenders that has not been rescinded that there is a Default or an Event of Default in existence hereunder. (f) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the other Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders with a Revolving Loan 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 Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be paid directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Amounts repaid Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or prepaid an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. 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 Term Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans may not as shall be reborrowed. The Term Commitment 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 each Term 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 Lender shall automatically terminate 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 Term Lender fully funding its Term Commitmentparticipation, 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. Subject to the terms and conditions set forth herein: (a) 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 Dollar Lenders exceeding the aggregate Dollar Commitments, 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 or and in any Agreed Foreign Currency 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, Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

The Commitments. Subject to the terms and conditions set forth herein: (a) each Dollar Lender severally agrees to make Revolving 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, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;; and (b) each Multicurrency Lender severally agrees to make Revolving Syndicated Loans in Dollars or and in any Agreed Foreign Currency 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, Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each 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 (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, the Borrower may borrow, prepay and reborrow Revolving Syndicated Loans, provided that, prior to the True-up Date, all Loans made hereunder shall be Swingline Loans. Amounts repaid or prepaid with respect Notwithstanding the foregoing, the Multicurrency Lenders shall not be required to make Syndicated Loans to the Term Borrower in Canadian Dollars if, after giving effect thereto, the Dollar Equivalent thereof shall exceed $200,000,000. On or prior to the Restatement Effective Date, JPMCB will purchase by assignment all of the Loans may made by, and assume all of the Commitments and other obligations hereunder (including in respect of Letters of Credit) of, Lenders party to the Existing Credit Agreement that are not continuing as Lenders hereunder. On the True-up Date, if any Loans shall be reborrowedoutstanding, the Borrower shall (x) borrow from each Multicurrency Lender not a party to the Existing Credit Agreement, and from each Multicurrency Lender that is a party to the Existing Credit Agreement and whose percentage of the aggregate Multicurrency Commitments is greater than its percentage of the Commitments under the Existing Credit Agreement, Loans at such respective rates and Currencies as correspond to the Currencies of Loans then outstanding and (in the case of Eurocurrency Rate Advances) with such respective Interest Periods ending on the dates of any then-outstanding Interest Periods and (y) prepay each Lender in such amounts (if any) as shall be necessary so that after giving effect to such Loans and prepayments, the Loans (and Currencies and Interest Period(s) of Eurodollar Rate Loan(s)) shall be held by the Multicurrency Lenders pro rata in accordance with the respective amounts of their Multicurrency Commitments. The Term Commitment To the extent required by the preceding sentence, such borrowings, prepayments and Loans shall be made on a non-ratable basis without regard to the requirements of Section 2.17(c). Such prepayments shall, notwithstanding Section 2.12(d) of the Existing Credit Agreement, be made without payment of interest on the amount prepaid (such interest to be payable on the next Interest Payment Date for the corresponding Loan); each Term Lender shall automatically terminate upon receiving any such Term Lender fully funding its Term Commitmentprepayment hereby waives any right to receive payments under Section 2.15 of the Existing Credit Agreement in respect of such prepayment.

The Commitments. Subject to the terms and conditions set forth herein: (a) 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;; and (c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the 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.

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: (a) each Dollar , the Swingline Lender severally agrees to make Revolving Loans in Dollars to the Borrower make, from time to time during on and after the Availability Period in an aggregate principal amount that will not result in 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) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitmentshall 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 aggregate 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 Dollar Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect or (y) the Individual Revolving Credit Exposure of all 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 exceeding stating that a Default or an Event of Default exists and is continuing until such time as the Dollar CommitmentsSwingline 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 total Covered Debt Amount exceeding the Borrowing Base then Administrative Agent in effect;good faith believes such Default or Event of Default has ceased to exist. (bc) 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 Multicurrency 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 severally agrees that any Borrower (other than Starwood REIT) may, in accordance with the procedures established pursuant to make Revolving Loans Section 1.04, incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”), denominated in Dollars or in an Available Currency requested by such Borrower, pursuant to a Competitive Bid Borrowing at any Agreed Foreign Currency to the Borrower time and from time to time during on and after the Availability Period in an aggregate principal amount Initial Borrowing Date and prior to the date which is the Business Day preceding the date which is 30 days prior to the Maturity Date, provided that will not result in (i) such Lender’s Revolving Multicurrency no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Alternate Currency 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 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 would exceed $500,000,000 and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower no Competitive Bid Loan 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 thatif, after giving effect to all such purchases and salesthereto, each the Aggregate Revolving Lender shall have funded its pro rata share of Credit Exposure would exceed the entire amount of the Total Revolving Loan Commitment as 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 prepaymentin effect. Within the foregoing limits and subject to the terms and conditions set forth hereinin Sections 1.04 and 6, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Competitive Bid Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentrepaid and reborrowed in accordance with the provisions hereof.

The Commitments. (a) Subject to the terms and conditions set forth herein: (a) herein and in the Amendment and Restatement Agreement No. 1, each Dollar 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 Lender severally agrees to make Revolving Loans in Dollars an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrower from time Borrowers pursuant to time during a single drawing on the Availability Period First Restatement Effective Date in an aggregate the 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, 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 not result in constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitmentshall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the aggregate Revolving Dollar Credit Exposure of all option of the Lenders exceeding Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the Dollar Commitments, or 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 did not exceed the total Covered Debt Amount exceeding Initial Term Loan Commitment of such Lender on the Borrowing Base then in effect;First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (b) each Multicurrency Lender severally agrees Subject 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 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 (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 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 Loan” and, collectively, the Borrower may borrow, prepay and reborrow Revolving “Incremental Term Loans. Amounts repaid or prepaid with respect ”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing 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 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. The Term . (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment of each Term Lender shall automatically terminate upon to make any such Term Lender fully funding its Term CommitmentLoan to the extent not so made by such branch or Affiliate.

The Commitments. Subject to On the terms and subject to the applicable conditions hereinafter set forth hereinforth, including, without limitation, Article III: (a) each Dollar Revolving Lender severally agrees to make Revolving Loans in Dollars loans to the Borrower (each, a "Revolving Loan") from time to time on any Business Day during the Availability Period period from the Closing Date through the end of the Revolving Loan Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in exceeding (i) such Revolving Lender’s 's Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, Loan Commitment and (ii) as to all Revolving Lenders, the aggregate Total 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;Loan Commitment at such time; and (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 a Term Loan in Dollars loans to the Borrower (each, a "Term Loan") from time to time on any Business Day during the First Amendment Effective period from the Closing Date through the end of the Term Loan Commitment Period, in each case in an aggregate principal amount (i) at any one time outstanding up to but not exceeding (i) such Term Lender’s Initial 's Term Loan Commitment and (ii) that will not result in as to all Term Lenders, the total Covered Debt Amount exceeding Total Term Loan Commitment at such time. For the Borrowing Base then in effect; and (d) avoidance of doubt, 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 Total Term Loan Commitment as of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent Closing Date is $0 and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) amount 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 increased 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 Section 2.14 or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency CommitmentsSection 12.6. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, No Term Loans shall be deemed funded hereunder, unless provided for after the Closing Date, including pursuant to be converted Section 2.14 or Section 12.6. - 71 - Each such borrowing of a Revolving Loan on any single day is referred 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 herein as a result "Revolving Loan Borrowing" and each such borrowing of a Term Loan on any resulting prepaymentsingle day is referred to herein as a "Term Loan Borrowing". The Revolving Loan Borrowings and the Term Loan Borrowings are referred to herein collectively as "Fundings". Within the foregoing such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. The Term Loans, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans once repaid, 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 the termination of the Commitments pursuant to Section 6.2) 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 Net Aggregate Exposure Amount as of the date such Loan is made (such Loan, the "Future Funding Reserve Loan"), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment in respect of its Revolving Loans. The Term Commitment Borrower shall deposit the proceeds of each Term Lender such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the aggregate Exposure Amount. Notwithstanding the foregoing provisions of this Section 2.1 or any other provision herein or in any other Loan Document to the contrary, from and after the date occurring 6 months after the Closing Date, if the Rating Effective Date has not occurred and the Reinvestment Period has been temporarily suspended pursuant to Section 5.42, no Fundings shall automatically terminate upon such Term Lender fully funding its Term Commitmentbe made under this Agreement except to fund Exposure Amounts and purchases of any Collateral Loans for which the Borrower previously entered into a binding commitment to acquire but which have not yet settled, until the Rating Effective Date has occurred or the Reinvestment Period is otherwise reinstated pursuant to Section 5.42.

The Commitments. (a) Subject to the terms and conditions set forth herein: (a) herein and in the Amendment and Restatement Agreement No. 2, each Dollar 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 Lender severally agrees to make Revolving Loans in Dollars an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrower from time Borrowers pursuant to time during a single drawing on the Availability Period Second Restatement Effective Date in an aggregate the 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, 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 not result in constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitmentshall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the aggregate Revolving Dollar Credit Exposure of all option of the Lenders exceeding Lead Borrower, 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 Initial Term Loans comprising the Dollar Commitments, or 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 did not exceed the total Covered Debt Amount exceeding Initial Term Loan Commitment of such Lender on the Borrowing Base then in effect;Second Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(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) each Multicurrency Lender severally agrees Subject 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 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 (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 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 Loan” and, collectively, the Borrower may borrow“Incremental Term Loans”) to the Borrowers, prepay and reborrow Revolving Loans. Amounts repaid or prepaid 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) 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 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 Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental 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. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of 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 Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.MACROBUTTON DocID

The Commitments. (a) Subject to and upon the terms and conditions set forth herein: of this Agreement, on the Initial Borrowing Date, (ax) each Dollar Tranche A Lender severally agrees to shall make Revolving Loans in Dollars a term loan advance (each a “Tranche A Term Loan” and, collectively, the “Tranche A Term Loans”) to the Borrower from time to time during the Availability Period in an aggregate original principal amount that will not result in (i) to exceed the Tranche A Commitment of such Lender’s Revolving Dollar Credit Exposure exceeding , and (y) each Tranche B Lender shall make a term loan advance (each a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the Borrower in an original principal amount not to exceed the Tranche B Commitment of such Lender’s Dollar Commitment. Notwithstanding anything to the contrary contained in this Agreement or the DIP Order, (ii) under no circumstances shall the Lenders make Tranche A Term Loans exceeding $6,550,000 in the aggregate Revolving Dollar Credit Exposure of all of or Tranche B Term Loans exceeding $116,300,000 in the Lenders exceeding aggregate on the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Initial Borrowing Base then in effect;Date. (b) Subject to and upon the terms and conditions of this Agreement, after the Initial Borrowing Date but prior to the Maturity Date, each Multicurrency Tranche C Lender severally agrees to shall make Revolving Loans in Dollars or in any Agreed Foreign Currency a term loan advance (each a “Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”) to the Borrower from time to time during the Availability Period in an aggregate original principal amount that will not result in (i) to exceed the Tranche C Commitment of such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment; provided, (ii) however, the aggregate Revolving Multicurrency Credit Exposure Tranche C Commitment shall not exceed the purchase price payable by the Borrower for the additional Equity Interests issued by Studio City International offered to the Borrower as oversubscription in the Studio City Equity Offering (the “Oversubscription Loan Amount”) as notified by the Borrower in the Notice of all Borrowing with respect to the Tranche C Term Loans, and the Tranche C Commitment of each Lender shall be reduced accordingly on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement or the DIP Order, under no circumstances shall the Lenders make Tranche C Term Loans exceeding $15,000,000 in the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;aggregate. (c) each Term Lender severally agrees to make a Term Loan in Dollars to After repayment, the Borrower on the First Amendment Effective Date in an aggregate principal amount Loans (ior any portion thereof) up to but may not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; andbe reborrowed. (d) The Lenders’ obligations hereunder to make 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 Loans are several 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) joint 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, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitmentseveral.