Common use of Commitments; Loans Clause in Contracts

Commitments; Loans. (a) Each Tranche A Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan in a maximum of two portions as hereinafter described (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A Commitment. The first portion of the Tranche A Term Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-1 Term Loan," and collectively, the "Tranche A-1 Term Loans") and shall be made on the Closing Date. The second portion of the Tranche A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A Term Loans may not be reborrowed. (b) Each Tranche B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date in a principal amount not greater than the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure. (c) Each Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans (each, a "Revolving Loan," and collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount (measured in Dollar Equivalents) at any time outstanding not greater than the excess, if any, of its Revolving Credit Commitment at such time over the sum of the Dollar Amounts of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; provided that no Borrowing of Revolving Loans shall be made if, on the Determination Date with respect to such Borrowing, the Dollar Amount of such Borrowing would exceed the Total Unutilized Revolving Credit Commitment at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. All Dollar Revolving Loans shall be made, maintained and repaid in Dollars. All Pounds Sterling Revolving Loans shall be made, maintained and repaid in Pounds Sterling.

Commitments; Loans. (a) Each Tranche A Lender severally agreesPrior to the Effective Date, subject certain “Revolving Loans” were made to and on certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions of set forth in this Agreement, each Borrower and each of the 2023 Revolving Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees to make a term loan 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time during the 2023 Revolving Availability Period in an aggregate principal amount that will not result in (a) subject to Section 2.04, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04, the sum of the Dollar Amount of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow 2023 Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed to make Tranche A-1 Term Loans to Capri Holdings in Dollars in a maximum of two portions as hereinafter described (eachsingle draw on one date during the Term Loan Availability Period, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a an aggregate principal amount not to exceed its Tranche A Commitment. The first portion of the Tranche A such Term Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Loan Lender's pro rata portion, a "’s outstanding Tranche A-1 Term Loan," and collectively, Loan Commitment immediately prior to the "making of such Tranche A-1 Term Loans") and shall be made on the Closing Date. The second portion Amounts paid or prepaid in respect of the Tranche A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A A-1 Term Loans may not be reborrowed. (bc) Each Tranche B Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed to make a term loan (each, a "Tranche B A-2 Term Loan," and collectively, the "Tranche B Term Loans") Loans to the Borrower on the Acquisition Closing Date Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not greater than to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to the excess, if any, making of its such Tranche B Commitment over its A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B A-2 Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure. (cd) Each Revolving Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to make revolving credit loans (each, a "Revolving Loan," and collectively, exchange on the "Revolving Loans") First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the Borrower, from time to time on any Business Day during the period from and including the Closing First Amendment Effective Date to but not including the Revolving Credit Termination Date, in an aggregate for a like principal amount (measured in Dollar Equivalents) at any time outstanding not greater than of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the excess, if any, of its Revolving Credit Commitment at such time over same Class and tranche as the sum of the Dollar Amounts of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; provided that no Borrowing of Revolving Loans shall be made if, on the Determination Date with respect to such Borrowing, the Dollar Amount of such Borrowing would exceed the Total Unutilized Revolving Credit Commitment at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. All Dollar Revolving Loans shall be made, maintained and repaid in Dollars. All Pounds Sterling Revolving Loans shall be made, maintained and repaid in Pounds Sterling.Tranche A-2

Commitments; Loans. (a) The aggregate principal amount of all Revolving Loans (as defined in the Original Credit Agreement) made pursuant to the Original Credit Agreement and outstanding on the Amendment Effective Date (collectively, the "Existing Revolving Loans") is $16,277,988.00. On the Amendment Effective Date, the aggregate outstanding principal amount of all Existing Revolving Loans shall automatically be converted to an equivalent principal amount of Revolving Loans hereunder, made by the Lenders ratably in accordance with their respective Revolving Credit Commitments, and for all purposes of this Agreement shall be deemed to be Revolving Loans hereunder and entitled to the benefits of (and subject to the terms of) this Agreement and the other Credit Documents. To the extent possible, all such Revolving Loans hereunder shall be of the same Type, and shall have the same Interest Period, as the corresponding Existing Revolving Loans. All Letters of Credit issued under the Original Credit Agreement shall be deemed issued hereunder. (b) Each Tranche A Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan in a maximum of two portions as hereinafter described (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A Commitment. The first portion of the Tranche A Term Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-1 Term Loan," and collectively, the "Tranche A-1 Term Loans") and shall be made on the Closing Date. The second portion of the Tranche A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A Term Loans may not be reborrowed. (b) Each Tranche B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date in a principal amount not greater than the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure. (c) Each Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans (each, a "Revolving Loan," and collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date date hereof to but not including the Revolving Credit Termination Date, Date in an aggregate principal amount (measured in Dollar Equivalents) at any time outstanding not greater than the excess, if any, of its Revolving Credit Commitment at such time over the sum of the Dollar Amounts of its outstanding Revolving Loans and Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; , provided that no Borrowing of Revolving Loans shall be made if, on immediately after giving effect thereto, the Determination Date sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time (excluding the Reimbursement Obligations that are repaid with respect the proceeds of Revolving Loans made pursuant to such Borrowing, ) and (z) the Dollar Amount aggregate principal amount of Swingline Loans outstanding at such Borrowing time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the Total Unutilized Revolving Credit Commitment Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans until the Revolving Credit Termination Date. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans. All Dollar ") to the Borrower, from time to time on any Business Day during the period from the Amendment Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be mademade (i) if, maintained and repaid in Dollars. All Pounds Sterling immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans shall be madeoutstanding at such time, maintained and repaid in Pounds Sterling.(y) the aggregate Letter of Credit Exposure of all

Commitments; Loans. (a) Each Tranche A Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan in a maximum of two portions as hereinafter described loans (each, a "Tranche A Term Committed Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A Commitment. The first portion of the Tranche A Term Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-1 Term Loan," and collectively, the "Tranche A-1 Term Loans") and shall be made on the Closing Date. The second portion of the Tranche A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A Term Loans may not be reborrowed. (b) Each Tranche B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date in a principal amount not greater than the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure. (c) Each Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans (each, a "Revolving Loan," and collectively, the "Revolving Committed Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date date hereof to but not including the Revolving Credit Termination Date; provided, that no Lender shall make any Committed Loan in an aggregate principal amount (measured in Dollar Equivalents) at any time outstanding not greater than the excess, if any, of its Revolving Credit Commitment at such time over the sum of the Dollar Amounts of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; provided that no Borrowing of Revolving Loans shall be made if, on the Determination Date with respect to such Borrowing, the Dollar Amount of such Borrowing would exceed the Total such Lender's Unutilized Revolving Credit Commitment at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Committed Loans. All Dollar Revolving Loans . (b) In addition to Committed Loans, each Lender severally agrees that the Borrower may, subject to and on the terms and conditions of this Agreement and as more particularly set forth in SECTION 2.3, request the Lenders to submit offers to make loans (each, a "Bid Loan," and collectively, the "Bid Loans") to the Borrower, from time to time on any Business Day during the period from the date hereof to but not including the earlier of (i) the date that is one (1) Business Day prior to the seventh (7th) day prior to the Maturity Date or (ii) the Termination Date; provided, that the Lenders may, but shall have no obligation to, submit such offers and the Borrower may, but shall have no obligation to, accept any such offers. (c) No Borrowing (i) shall be mademade if, maintained immediately after giving effect thereto, the sum of (y) the aggregate principal amount of Loans outstanding at such time (exclusive of Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, a Borrowing) plus (z) the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid in Dollars. All Pounds Sterling Revolving Loans with the proceeds of, and simultaneously with the incurrence of, a Borrowing) would exceed the Total Commitment and (ii) shall be maderequired of any Lender if, maintained immediately after giving effect thereto, a Default or Event of Default would exist. (d) The Loans shall, at the option of the Borrower and repaid subject to the terms and conditions of this Agreement, be (i) in Pounds Sterlingthe case of Committed Loans, either Base Rate Loans or LIBOR Committed Loans, or (ii) in the case of Bid Loans, either Absolute Rate Loans or LIBOR Bid Loans (Base Rate Loans, LIBOR Committed Loans, Absolute Rate Loans and LIBOR Bid Loans, each, a "Type" of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. (e) Any Loans made on the Closing Date shall be made initially as Base Rate Loans. (f) Any borrowings outstanding under the Original Agreement shall not be continued as Loans under this Agreement and shall be repaid, together with all interest and fees accrued thereon (including the accrued commitment fee pursuant to SECTION 2.7(A) of the Original Agreement and all amounts required to be paid pursuant to SECTION 2.13 of the Original Agreement), on or prior to the Closing Date.

Commitments; Loans. (a) Each Tranche A Lender severally agrees, subject Subject to and on the terms and conditions set forth in Section 4 of this the Amendment and Restatement Agreement, each Term Loan Lender funded (or was deemed to make a term loan in a maximum of two portions as hereinafter described (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans"have funded) to the Borrower its portion of the Initial Term Loan on the Amendment Closing Date. (b) At any time after the Amendment Closing Date and from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions set forth in Section 5.01, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make Delayed Draw Term Loans to the Borrower on each applicable Delayed Draw Term Loan Closing Date in a an aggregate principal amount not to exceed the amount of such Lender’s Delayed Draw Term Loan Commitment immediately prior to giving effect to such Borrowing. (c) Subject to the terms and conditions set forth in Section 5.01, each holder of Senior Secured Notes on the Amendment Closing Date that validly elects to exchange, after the Amendment Closing Date, all or a portion of its Tranche A Senior Secured Notes for Delayed Draw Term Loans pursuant to and in accordance with the Senior Secured Notes Exchange Offer (each, an “Exchanging Note Holder”) shall exchange its Senior Secured Notes (through a Borrowing of additional Delayed Draw Term Loans deemed made by cashless roll (each, a “Exchanged Delayed Draw Term Loan”) as a Lender under this Agreement (a “Joining Lender”)) on the applicable effective date of such exchange (which date, for purposes hereof, shall be a Delayed Draw Term Loan Closing Date), for a Delayed Draw Term Loan in an aggregate principal amount equal to $950 for each $1,000 of principal amount of the Senior Secured Notes of such Exchanging Note Holder that are so exchanged (each such exchange, a “Delayed Draw Exchange”). The aggregate principal amount of the Total Delayed Draw Term Loan Commitments shall be reduced on a dollar-for-dollar basis by an amount equal to the aggregate principal amount of each Exchanged Delayed Draw Term Loan in each Delayed Draw Exchange, with such reduction to be allocated ratably to each Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment. The first portion An Exchanging Note Holder shall become a Joining Lender hereunder on the relevant Delayed Draw Term Loan Closing Date by (i) its execution and delivery to the Administrative Agent and the Borrower of a joinder substantially in the form of Exhibit G hereto (a “Joining Lender Joinder”) and (ii) the Borrower paying all accrued and unpaid interest owing to such Exchanging Note Holder under the Senior Secured Notes Indenture at such time in accordance with the terms of the Tranche A Senior Secured Notes Indenture and the Senior Secured Notes Exchange Offer in respect of the Senior Secured Notes that are exchanged into Exchanged Delayed Draw Term Loans in cash on the applicable Delayed Draw Term Loan Closing Date; provided, that the Delayed Draw Exchange shall occur at the time each of the foregoing conditions in (i) and (ii) is satisfied. (d) Upon the funding of, or consummation of any Delayed Draw Exchange in respect of, any Delayed Draw Term Loan (including, for the avoidance of doubt, any Exchanged Delayed Draw Term Loans) on any Delayed Draw Term Loan Closing Date, such Delayed Draw Term Loan (including, for the avoidance of doubt, any Exchanged Delayed Draw Term Loans) shall be automatically allocated, on a ratable basis, to each Borrowing in respect of the Initial Term Loan outstanding on that Delayed Draw Term Loan Closing Date. Each Joining Lender, by providing its Exchanged Delayed Draw Term Loans pursuant to and in accordance with a Delayed Draw Exchange, shall be deemed to have agreed to the terms set forth herein applicable to the Term Loan Lenders and the Term Loans. All of the Initial Term Loans and any outstanding Delayed Draw Term Loans shall be in an treated as a single fungible tranche for U.S. federal income tax purposes. (e) Notwithstanding the foregoing, (i) the aggregate principal amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-1 of the Initial Term Loan," and collectively, the "Tranche A-1 Term Loans") and shall be Loans made on the Amendment Closing Date. The second portion Date shall not exceed the Total Initial Term Loan Commitment and (ii) the aggregate principal amount of the Tranche A Delayed Draw Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on or after the Acquisition Amendment Closing DateDate shall not exceed the Total Delayed Draw Term Loan Commitment. All Tranche A Any principal amount of the Term Loans shall be made, maintained and Loan which is repaid in Dollars. To the extent repaid, Tranche A Term Loans or prepaid may not be reborrowed. (bf) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or SOFR Loans as the Borrower may request in accordance herewith. Each Tranche B Lender severally agrees, subject at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to and on make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms and conditions of this Agreement. (g) At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that (i) a SOFR Borrowing that results from a continuation of an outstanding SOFR Borrowing may be in an aggregate amount that is equal to make such outstanding Borrowing and (ii) the foregoing limitation shall not apply to any SOFR Borrowing resulting from a term loan (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date Exchange (as defined in the Amendment and Restatement Agreement) or a principal amount not greater Delayed Draw Exchange. Borrowings of more than one Type and Class may be outstanding at the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as same time; provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender that there shall not at any time exceed the amount be more than a total of eight (8) (or such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused greater number as may be agreed to be made by the Borrower pursuant to Section 2.6(bAdministrative Agent) and (ii) such Lender's Tranche B Guaranty ExposureSOFR Borrowings outstanding. (ch) Each Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans (each, a "Revolving Loan," and collectively, the "Revolving Loans") to the Borrower, from time to time on Notwithstanding any Business Day during the period from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount (measured in Dollar Equivalents) at any time outstanding not greater than the excess, if any, of its Revolving Credit Commitment at such time over the sum of the Dollar Amounts of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; provided that no Borrowing of Revolving Loans shall be made if, on the Determination Date with respect to such Borrowing, the Dollar Amount of such Borrowing would exceed the Total Unutilized Revolving Credit Commitment at such time. Subject to and on the terms and conditions other provision of this Agreement, the Borrower may borrowshall not be entitled to request, repay and reborrow Revolving Loans. All Dollar Revolving Loans shall be madeor to elect to convert to or continue, maintained and repaid in Dollars. All Pounds Sterling Revolving Loans shall be made, maintained and repaid in Pounds Sterlingany SOFR Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Each Tranche A Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan in a maximum of two portions as hereinafter described (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A Commitment. The first portion of the Tranche A Term Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-1 Term Loan," and collectively, the "Tranche A-1 Term Loans") and shall be made on the Closing Date. The second portion of the Tranche A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A Term Loans may not be reborrowed. (b) Each Tranche B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a term loan (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date in a principal amount not greater than the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure. (c) Each Revolving Lender severally agrees, subject to and ------------------ on the terms and conditions of this Agreement, to make revolving credit loans (each, a "Revolving Loan," and collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount (measured in Dollar Equivalents) at any time outstanding not greater than the excess, if any, of its Revolving Credit Commitment at such time over the sum of the Dollar Amounts of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; , provided that no Borrowing of Revolving Loans shall be made if, on -------- immediately after giving effect thereto, the Determination Date sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with respect proceeds of Revolving Loans made pursuant to such Borrowing, the Dollar Amount of such Borrowing ) would exceed the Total Unutilized Revolving Credit Commitment aggregate Commitments at such time, and provided further that, in the event the Borrower shall deliver a notice of -------- ------- redemption pursuant to the Subordinated Note Indenture in connection with the Subordinated Note Redemption, no Borrowing of Revolving Loans shall be made at any time prior to the consummation of the Subordinated Note Redemption (other than for the purpose of effecting the Subordinated Note Redemption) if, immediately after giving effect thereto, the aggregate Unutilized Commitments would be less than the difference between (i) the aggregate amount required to effect the Subordinated Note Redemption (including the payment of any related redemption premium and all accrued and unpaid interest) minus (ii) the amount then on deposit with the Administrative Agent in a Redemption Account. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. All Dollar . (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Commitment at such time, but provided that no Borrowing of -------- Swingline Loans shall be mademade if, maintained and repaid in Dollars. All Pounds Sterling immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans shall be madeoutstanding at such time, maintained (y) the aggregate Letter of Credit Exposure of all Lenders at such time and repaid in Pounds Sterling(z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to SECTION 2.2(e)) and reborrow Swingline Loans.

Commitments; Loans. (a) Each Tranche A Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, to make a term loan in a maximum of two portions as hereinafter described (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A Commitment. The first portion of the Tranche A Term Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-1 Term Loan," and collectively, the "Tranche A-1 Term Loans") and shall be made on the Closing Date. The second portion of the Tranche A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A Term Loans may not be reborrowed. (b) Each Tranche B Lender severally agrees, subject to severally and on the terms and conditions of this Agreement, to make a term loan (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date in a principal amount not greater than the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure. (c) Each Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreementjointly, to make revolving credit loans (each, a "Revolving Loan," “Loans”) in Dollars to each Borrower at any time and collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date date hereof to but not including excluding the Revolving Credit Termination Date, or until the earlier termination of its Commitment, in an aggregate principal amount at any one time outstanding not to exceed the amount of its Commitment; provided that (measured in Dollar Equivalentsi) the aggregate principal amount of all Loans to any Borrower outstanding at any time outstanding shall not greater than exceed such Borrower’s Sublimit, (ii) the excessTotal Extensions of Credit shall not exceed the Total Commitments, if any(iii) the Contingent Increase Amount shall not be available to be borrowed hereunder unless and until the applicable Contingent Increase Effective Date occurs, of its Revolving Credit and accordingly each Lenders’ Commitment at such time over the sum Percentage of the Dollar Contingent Increase Amount shall not be available to be borrowed by any Borrower until such applicable Contingent Increase Effective Date, and (iv) from and after the applicable Contingent Increase Effective Date, the applicable portion of the Contingent Increase Amount shall automatically and without further action become available to the Borrowers as set forth herein and the Lenders shall the make the Loans of the Contingent Increase Amounts hereunder. Loans made to any Borrower shall be the several obligations of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; provided Borrower. (b) The Loans made by the Lenders on any Borrowing Date that no Borrowing of Revolving are ABR Loans shall be made if(i) in a minimum aggregate principal amount of $1,000,000, on (ii) in an integral multiple of $500,000 in excess of the Determination Date with respect amount provided in clause (i) above or (iii) in an aggregate principal amount equal to such Borrowing, the Dollar Amount remaining balance of such Borrowing would exceed the Total Unutilized Revolving Credit Commitment at such timeCommitment, as the case may be. Subject The Loans made by the Lenders on any Borrowing Date that are Eurodollar Loans shall be (A) in a minimum aggregate principal amount of $3,000,000 (or, if less, in the amount of the Total Commitments less the Total Extensions of Credit) or (B) in an integral multiple of $1,000,000 in excess of the amount provided in clause (A) above, as the case may be. (c) Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Revolving Loans. All Dollar Revolving Loans shall be made, maintained and repaid in Dollars. All Pounds Sterling Revolving Loans shall be made, maintained and repaid in Pounds Sterling.

Commitments; Loans. (a) Each Tranche A Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, to make a term loan in a maximum of two portions as hereinafter described (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A Commitment. The first portion of the Tranche A Term Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-1 Term Loan," and collectively, the "Tranche A-1 Term Loans") and shall be made on the Closing Date. The second portion of the Tranche A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A Term Loans may not be reborrowed. (b) Each Tranche B Lender severally agrees, subject to severally and on the terms and conditions of this Agreement, to make a term loan (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date in a principal amount not greater than the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure. (c) Each Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreementjointly, to make revolving credit loans (each, a "Revolving Loan," “Loans”) in Dollars to each Borrower at any time and collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date date hereof to but not including excluding the Revolving Credit Termination Date, or until the earlier termination of its Commitment, in an aggregate principal amount at any one time outstanding not to exceed the amount of its Commitment; provided that (measured in Dollar Equivalentsi) the aggregate principal amount of all Loans to any Borrower outstanding at any time outstanding shall not greater than exceed such Borrower’s Sublimit, and (ii) the excessTotal Extensions of Credit shall not exceed the Total Commitments, if any(iii) the Contingent Increase Amount shall not be available to be borrowed hereunder unless and until the applicable Contingent Increase Effective Date occurs, and accordingly each Lenders’ Commitment Percentage of its the Contingent Increase Amount shall not be available to be borrowed by any Borrower until such applicable Contingent Increase Effective Date, and (iv) from and after the applicable Contingent Increase Effective Date, the applicable portion of the Contingent Increase Amount shall automatically and without further action become available to the Borrowers as set forth herein and the Lenders shall the make the Loans of the Contingent Increase Amounts hereunder. Loans made to any Borrower shall be the several obligations of such Borrower. [Signature Page to Revolving Credit Commitment at such time over Agreement] (b) The Loans made by the sum of the Dollar Amounts of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; provided Lenders on any Borrowing Date that no Borrowing of Revolving are ABR Loans shall be made if(i) in a minimum aggregate principal amount of $1,000,000, on (ii) in an integral multiple of $500,000 in excess of the Determination Date with respect amount provided in clause (i) above or (iii) in an aggregate principal amount equal to such Borrowing, the Dollar Amount remaining balance of such Borrowing would exceed the Total Unutilized Revolving Credit Commitment at such timeCommitment, as the case may be. Subject The Loans made by the Lenders on any Borrowing Date that are EurodollarSOFR Loans shall be (A) in a minimum aggregate principal amount of $3,000,000 (or, if less, in the amount of the Total Commitments less the Total Extensions of Credit) or (B) in an integral multiple of $1,000,000 in excess of the amount provided in clause (A) above, as the case may be. (c) Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Revolving Loans. All Dollar Revolving Loans shall be made, maintained and repaid in Dollars. All Pounds Sterling Revolving Loans shall be made, maintained and repaid in Pounds Sterling.