Common use of Commitments Clause in Contracts

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Daylight Term Lender agrees to make Daylight Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Daylight Term Loan Commitment, (ii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (iii) each Revolving Lender severally severally, and not jointly, agrees to make revolving credit loans denominated Initial Revolving Loans to the Revolving Borrower in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower at any time and from time to time, on any Business Day time during the Availability Period; provided that, (i) the Outstanding Amount of Initial Revolving Loans to be made on the Closing Date shall not exceed $25,000,000 plus the sum of any amounts drawn and used for (A) working capital needs in an aggregate amount not to exceed at any time outstanding the amount ordinary course of such Revolving Lender’s Revolving Credit Commitment; provided, however, that business and (B) the payment of Transaction Costs and (ii) after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow, pay or prepay and re-borrow under this Section 2.01, prepay under Section 2.06, Revolving Loans. Amounts paid or prepaid in respect of the Daylight Term Loans and reborrow under this Section 2.01. Revolving Credit the Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinre-borrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) each Lender agrees, each Revolving Lender severally agrees and not jointly, to make revolving credit loans denominated Initial Term A Loans in Dollars (each such loan, a “Revolving Credit Loan”) to the Initial Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced from time to exceed at time in accordance with Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loans, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments in accordance with Section 2.08(a) and (iii) all Initial Term A Loans (if and when funded) shall have the same terms and shall be treated as a single Class for all purposes, except that interest on each Borrowing of Initial Term A Loans shall commence to accrue from the date of funding thereof, (b) each Lender agrees, severally and not jointly, to make Revolving Facility Loans of a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency to the applicable Borrower from time outstanding to time during the Availability Period in an aggregate Dollar Equivalent amount of that will not result in (i) such Revolving Lender’s Revolving Facility Credit Commitment; providedExposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Lender Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall not exceed such be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Lender’s Revolving Credit CommitmentFacility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Term Lender having an Incremental Commitment agrees, severally agrees and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a single loan Incremental Loans to the Borrower on the Restatement Effective Date applicable Borrower, in an aggregate principal amount not to exceed such Term Lender’s Term its Incremental Commitment; provided, however, that after giving effect to any such Term Borrowing, and (xd) the aggregate Outstanding Amount amounts of all Term Loans shall not exceed the Term Facility and (yborrowed under Section 2.01(a) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans or Section 2.01(c) that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, each Revolving Lender severally severally, but not jointly, agrees to make revolving credit loans Revolving Loans denominated in Dollars to the Borrower, which Revolving Loans (A) shall be made at any time and from time to time on and after the Funding Date and prior to the Termination Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Revolving Loans made by each of the Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such loanLender’s Revolving Exposure at such time exceeding such Lender’s Revolving Commitment Percentage at such time of the Revolving Loan Limit and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result in the Total Revolving Exposure exceeding the Revolving Loan Limit at such time. (ii) Subject to and upon the terms and conditions herein set forth, each Term Loan Lender severally, but not jointly, agrees to make a “Revolving Credit Term Loan denominated in Dollars to the Borrower, which Term Loan (A) shall be made (I) on the Funding Date and (II) on the date of any Term Loan Incremental Increase (or such date thereafter as specified in the applicable Incremental Agreement), (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Term Loan Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loan Loans of the same Type, (C) shall not, for any Term Loan Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Term Loan Exposure at such time exceeding such Lender’s Term Loan Commitment Percentage at such time of the Term Loan Commitments and (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result the Total Term Loan Exposure at such time exceeding the Total Term Loan Commitments. The Term Loan Commitments of the Term Loan Lenders to make Term Loans shall expire (1) on the Funding Date, with respect to the Term Loan Commitments outstanding on the Funding Date and (2) on the date specified in the applicable Incremental Agreement, with respect to any Term Loan Incremental Increase. Any portion of the Term Loans that is repaid may not be reborrowed. (iii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan”, provided that (1) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (2) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower from time to time, on any Business Day during resulting therefrom (which obligation of the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofrequest for costs for which compensation is provided under this Agreement, the Borrower may borrow under this provisions of Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein2.10 shall apply). (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Term Swingline Lender severally agrees agrees, at any time and from time to time on and after the Funding Date and prior to the Swingline Maturity Date, to make a single loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower on in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the Restatement Effective Date in an amount benefit of the provisions of Section 2.1(c), (iii) shall not to exceed such Term Lender’s Term at any time outstanding the Swingline Commitment; provided, however(iv) shall not, that after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Total Exposure at such Term Borrowing, time exceeding the Total Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof; provided that the sum of (x) the aggregate Outstanding Amount Swingline Exposure of all Term Loans shall not exceed the Term Facility and such Swingline Lender, (y) the Outstanding Amount aggregate principal amount of all Term outstanding Revolving Loans made by such Term Swingline Lender (in its capacity as a Revolving Lender) and (z) the Letter of Credit Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed such Term Lender’s Term Commitmentits Revolving Commitment then in effect. Term Loans that are Each outstanding Swingline Loan shall be repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.in full on the earlier of (a) 15 Business Days after such

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Bank having a Commitment under the relevant Portion severally agrees (i) in the case of any Borrowing under the A Term Loan Facility or the B Term Loan Facility, in each case, on the Closing Date, (ii) in the case of any Borrowing under the Acquisition Portion after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date in connection with Designated Acquisitions, (iii) in the case of any Borrowing under the Revolving Portion, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Commitment Termination Date, and (iv) in the case of any Borrowing of Swingline Loans, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, to make a Loan or Loans to the Applicable Borrower, which Loans shall be drawn under the Loan Facility (including the Term Portion, the Acquisition Portion and Revolving Portion thereof or which shall be made as Swingline Loans), as set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars below. (each such loana) Loans under the Term Portion of the Loan Facility (each, a “Revolving Credit "Term Loan”" and, collectively, the "Term Loans") may be made under the A Term Loan Facility (each, an "A Term Loan" and, collectively, the "A Term Loans") and the B Term Loan Facility (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower from time to timeCompany. Once repaid, on any Business Day during the Availability Period, in an aggregate amount Term Loans may not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, be reborrowed. (i) Each A Term Loan under the Total Revolving Outstandings A Term Loan Facility (A) shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, made as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower drawing on the Restatement Effective Closing Date in an amount not to exceed such the Total A Term Lender’s Term Loan Commitment; , (B) except as hereinafter provided, howevershall initially be made as a Base Rate Loan and thereafter shall, at the Company's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; pro- vided that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such all Banks having an A Term Lender Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06) and (C) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the A Term Loan Commitment of such Bank. (ii) Each B Term Lender’s Loan under the B Term Loan Facility (A) shall be made as a single drawing on the Closing Date in an amount not to exceed the Total B Term Loan Commitment, (B) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Company's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; provided that all Term Loans made by all Banks having a B Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06) and (C) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the B Term Loan Commitment of such Bank. (b) Loans under the Acquisition Portion of the Loan Facility (each an "Acquisition Term Loan") (i) shall be made to a U.S. Borrower after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date (the date of such Borrowing of an Acquisition Term Loan, the "Acquisition Term Loan Closing Date") to effect Designated Acquisitions, (ii) shall, at the option of the Applicable Borrower, be Base Rate Loans or Reserve Adjusted Eurodollar Loans; provided that all Acquisition Term Loans made by all Banks having an Acquisition Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06), (iii) shall not exceed for any Bank at any time outstanding the Acquisition Term Loan Commitment of such Bank at such time, and (iv) shall not be made pursuant to a particular Notice of Borrowing if the aggregate principal amount of Acquisition Term Loans then outstanding, after giving effect to the Acquisition Term Loan requested by such Notice of Borrowing, would exceed the Total Acquisition Term Loan Commitment. Once repaid, Acquisition Term Loans that are repaid or prepaid may not be reborrowed. Term . (c) Loans under the Revolving Portion of the Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time to the U.S. Borrowers after the Closing Date and prior to the Revolving Loan Commitment Termination Date in Dollars, (ii) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Applicable Borrower's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; provided that all Revolving Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Bank at any time outstanding the Revolving Loan Commitment of such Bank at such time and (v) shall not in any case be made if the aggregate Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the Revolving Loan requested by the relevant Notice of Borrowing and any Swingline Loans subject to outstanding Notices of Borrowing, plus the Dollar Equivalent amount of Letter of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, would exceed the lesser of (y) the Total Revolving Loan Commitment or (z) the Borrowing Base as shown in the Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and was in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01. (d) Swingline Loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Swingline Expiry Date (x) to the U.S. Borrowers by the U.S. Swingline Banks in Dollars; (y) to each Canadian Borrower by the Canadian Swingline Banks in Canadian Dollars; and (z) to the U.K. Borrower by the U.K. Swingline Banks in Pounds Sterling, (ii) shall be made (x) to the U.S. Borrowers as Base Rate Loans; (y) to each Canadian Borrower, Daily SOFR at its option and subject to the terms hereof, in the form of an Acceptance (on the terms and conditions provided for herein and in Schedule 1.16) or a Prime Rate Loan; provided that all Canadian Swingline Loans made by all Canadian Swingline Banks pursuant to the same Borrowing shall, unless otherwise specifically provided for herein, consist entirely of Loans of the same Type; and (z) to the U.K. Borrower, at its option and subject to the terms hereof, as U.K. Base Rate Loans or Term SOFR Reserve Adjusted Eurodollar Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed the applicable Maximum Swingline Amount or the Total Revolving Loan Commitment, (v) shall not in any case be made if the aggregate Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the Dollar Equivalent amount of Swingline Loans being requested and any Revolving Loans subject to outstanding Notices of Borrowing, plus the Dollar Equivalent amount of Letter of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, would exceed the lesser of (y) the Total Revolving Loan Commitment or (z) the Borrowing Base as further shown in the Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided hereinsuch Borrowing Base Certificate was required to be delivered pursuant to and in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01, and (vi) in the case of U.S. Swingline Loans shall constitute the joint and several obligations of the U.S. Borrowers. No Swingline Bank shall be obligated to make any Swingline Loans at a time when a Bank Default exists unless such Swingline Bank has entered into arrangements satisfactory to it to eliminate such Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Dollar Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(d), no Swingline Bank shall make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as such 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 Administrative Agent, in good faith, believes such Default or Event of Default has ceased to exist. The Canadian Swingline Loans shall be deemed to include the face amount of all issued but unmatured Acceptances in connection with the amount of the utilization thereof by the Canadian Bor- rowers, but the Canadian Swingline Loans shall not include the face amount of all issued but unmatured Acceptances in determining the principal amount of such Loans on which the Canadian Borrowers shall pay interest. (e) Notice to the Administrative Agent (which shall give notice to all Revolving Facility Banks) (i) may be given on any Business Day, in the sole discretion of the U.S. Swingline Bank with respect to the U.S. Swingline Loans, (ii) may be given by any Swingline Bank upon the occurrence of an Event of Default under Section 8.01, and (iii) shall be deemed to be automatically given by each Swingline Bank with respect to all Swingline Loans upon the occurrence of an Event of Default under Section 8.05 (with respect to Holdings or the Company or any of its Significant Subsidiaries) or upon the exercise of any of the remedies provided in the last paragraph of Section 8, that the Dollar Equivalent of such Swingline Bank's outstanding Swingline Loans to the Applicable Borrower shall be funded with a Borrowing in Dollars of Revolving Loans. In such case, Revolving Loans in Dollars, for the benefit of the U.S. Borrowers, constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Facility Banks (without giving effect to any reductions thereto pursuant to the last paragraph of Section 8) pro rata based on each Bank's Dollar Percentage and the proceeds thereof shall be applied directly to the Applicable Swingline Bank to repay such Swingline Bank for such outstanding Swingline Loans. Each Revolving Facility 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 Applicable Swingline Bank 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 4 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Revolving Facility Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for the Dollar Equivalent of any payments received from the Applicable Borrower (or Borrowers) 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 Revolving Facility Banks to share in the Dollar Equivalent of such Swingline Loans ratably based upon their Dollar Percentage; provided that (x) all interest payable on the Swingline Loans shall be for the account of the applicable 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 Revolving Facility Bank shall be required to pay the applicable Swingline Bank interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Dollar Lender severally agrees to make revolving credit loans Revolving Loans to the Borrower denominated in Dollars (each such loanLoan, a “Dollar Revolving Credit Loan”) to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) Exposure under the Total Revolving Outstandings shall not exceed the Aggregate Revolving Dollar Commitments and exceeding such Lender’s Dollar Commitment or (ii) the total Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit CommitmentExposures exceeding the total Commitments. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofset forth herein, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, and reborrow under this Section 2.01. Dollar Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Euro Lender severally agrees to make a single loan Revolving Loans to the Borrower on denominated in Euros (each such Loan, a “Euro Revolving Loan”) from time to time during the Restatement Effective Date Availability Period in an aggregate principal amount that will not to exceed result in (i) the Dollar Amount of such Term Lender’s Term Euro Revolving Loans exceeding such Lender’s Euro Commitment; provided, however(ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Euro Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Euro Revolving Loans. (c) Subject to the terms and conditions set forth herein, each Sterling Lender agrees to make Revolving Loans to the Borrower denominated in Sterling (each such Loan, a “Sterling Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Sterling Revolving Loans exceeding such Lender’s Sterling Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Sterling Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Sterling Revolving Loans. (d) Subject to the terms and conditions set forth herein, each Yen Lender agrees to make Revolving Loans to the Borrower denominated in Yen (each such loan, a “Yen Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Yen Revolving Loans exceeding such Lender’s Yen Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Yen Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Yen Revolving Loans. (e) Notwithstanding any other provision of this Agreement to the contrary: (i) The Lenders shall not be required to make any Revolving Loans or Swingline Loans hereunder or issue any Letter of Credit if, after giving effect to thereto, the Revolving Credit Exposure of any Dollar Lender would exceed such Term BorrowingDollar Lender’s Dollar Commitment (unless such Dollar Lender consents thereto); and (ii) At the election of the Borrower and the Administrative Agent, (x) the aggregate Outstanding Amount of all Term Dollar Revolving Loans shall not exceed be made on the Term ratable basis of Available Dollar Commitments (rather than on the basis of Dollar Commitments) of the Dollar Lenders in the event that the Dollar Lenders have disproportionate commitments to the Euro Facility, the Sterling Facility or the Yen Facility. In such event the Administrative Agent may also advise the Lenders of changes as it may determine in the borrowing and (y) payment provisions herein in order to provide maximum availability of the Outstanding Amount Dollar Commitments to the Borrower and generally ratable treatment of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinthe Lenders.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving A Lender severally agrees to make revolving credit loans Revolving A Loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) or an Alternative Currency to the Borrower or, if applicable, any Additional Borrower as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Revolving Availability Period, in an aggregate amount Outstanding Amount that will not to exceed at any time outstanding the amount of result in such Revolving A Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any A Exposure exceeding such Revolving Credit Borrowing, (i) A Lender’s Revolving A Commitment or the Total aggregate Outstanding Amount of Revolving Outstandings shall not exceed Loans denominated in Alternative Currencies exceeding the Aggregate Revolving Commitments Alternative Currency Sublimit and (ii) each Revolving B Lender severally agrees to make Revolving B Loans denominated in Dollars or an Alternative Currency to the Borrower or, if applicable, an Additional Borrower, as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Revolving Credit Exposure of Availability Period, in an aggregate Outstanding Amount that will not result in such Revolving Lender shall not exceed such Revolving B Lender’s Revolving Credit CommitmentB Exposure exceeding such Revolving B Lender’s Revolving B Commitment or the aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Within the limits of each Revolving XxxxxxLender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06prepay, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Loans denominated in Dollars may be Base Rate ABR Loans or Eurocurrency Loans, Daily SOFR as further provided herein, and Revolving Loans or Term SOFR denominated in Alternative Currencies must be Eurocurrency Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, : (a) each Revolving Initial Term Lender severally agrees to make revolving credit loans denominated Initial Term Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each such loanRevolving Facility Lender agrees, a “severally and not jointly, to make Revolving Credit Loan”) Facility Loans to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Revolving Facility Lender’s Revolving Facility Credit Commitment; provided, however, that after giving effect to any Exposure of such Class exceeding such Revolving Credit Borrowing, (i) the Total Facility Lender’s Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Lender shall not exceed Facility Commitments of such Class. Revolving Lender’s Facility Loans may be Standard Revolving Credit CommitmentLoans or Sustainability Loans, as elected by the Borrower. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Term Lender having an Incremental Commitment agrees, severally agrees and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a single loan Incremental Loans to the Borrower on the Restatement Effective Date Borrower, in an aggregate principal amount not to exceed such Term Lender’s Term its Incremental Commitment; provided, however, that after giving effect to any such Term Borrowing, and (xd) the aggregate Outstanding Amount full amount of all the Initial Term Loans shall not exceed must be drawn in a single drawing on the Term Facility Closing Date and (y) the Outstanding Amount amounts of all such Initial Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Initial Term Lender severally severally, and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Initial Term Loans to the Borrower from time on the Closing Date in Dollars in a principal amount equal to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit its Initial Term Loan Commitment. Within Amounts paid or prepaid in respect of the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions set forth herein, each Delayed Draw Term Lender severally severally, and not jointly, agrees to make a single loan “Delayed Draw Term Loans” to the Borrower in Dollars from time to time (but in any event limited to three drawings, each in a minimum aggregate principal amount of at least $10,000,000), on any Business Day until the Restatement Effective Date Delayed Draw Term Commitment Termination Date, in an a principal amount not to exceed such Term Lender’s its Delayed Draw Term Commitment; provided. Amounts paid or prepaid in respect of Delayed Draw Term Loans may not be reborrowed. Once funded, howeverDelayed Draw Term Loans will initially be of the same Type and will have the same Interest Period as the Initial Term Loans (allocated pro rata if multiple Interest Periods shall be in effect at such time) outstanding at the time of the borrowing of such Delayed Draw Term Loan. (c) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, that after giving effect each Lender with an Additional Term Loan Commitment of a given Class, severally and not jointly, agrees to any make Additional Term Loans of such Term BorrowingClass to the Borrower, (x) the aggregate Outstanding Amount of all which Additional Term Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Term Loan Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally (acting through any of its branches or affiliates) severally, but not jointly, agrees to make revolving credit loans denominated Loans (other than Swingline Loans which shall be governed by Section 2.09) in Dollars (each such loan, a “Revolving Credit Loan”) U.S. dollars to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and Exposure exceeding such Lender’s Commitment or (ii) the total Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit CommitmentExposures exceeding the total Commitments. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower may borrow, repay and reborrow the Loans. (b) On the terms and conditions set forth herein, upon the Effective Date (i) the Pre-Petition Loans held by the Pre-Petition Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall be automatically substituted and exchanged for (and repaid by) Loans hereunder on a dollar-for-dollar basis (and such Pre-Petition Loans shall be deemed refinanced on the Restatement Effective Date Date, and shall constitute and be deemed to be Loans hereunder as of such date) and (ii) the DIP Loans held by the DIP Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall be automatically substituted and exchanged for (and repaid by) Loans hereunder on a dollar-for-dollar basis (and such DIP Loans shall be deemed refinanced on the Effective Date, and shall constitute and shall be deemed to be Loans for all purposes hereunder and under the other Loan Documents as of such date) (the loans in an amount not to exceed clause (i) and clause (ii) collectively, the “Existing Loans”). Without limiting the foregoing, such Term Existing Loans shall be allocated among the Lenders based on each Lender’s Term Commitment; providedApplicable Percentage. The parties hereto acknowledge and agree that on the Effective Date, howeverany accrued and unpaid interest (other than, that after giving effect to any such Term Borrowingfor the avoidance of doubt, the Specified Default Interest (xas defined in the Prepackaged Plan) and fees due in respect of the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate DIP Loans, Daily SOFR the Pre-Petition Loans or Term SOFR Loans, as further provided hereinand the Existing Letters of Credit) shall be deemed to constitute Indebtedness.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Revolving Lender agrees, severally agrees and not jointly, to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit LoanLoans”) in Dollars to the Borrower or any Domestic Subsidiary Borrower, at any time and from time to time, time on any Business Day during and after the Availability PeriodClosing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender, in an aggregate principal amount not to exceed at any time outstanding the amount of not to exceed such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, Commitment minus the sum of such Lender’s pro rata share of (i) the Total then current Revolving Outstandings shall not exceed the Aggregate Revolving Commitments L/C Exposure and (ii) the aggregate principal amount of the Swingline Loans outstanding at such time plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender’s Revolving Commitment pursuant to Section 2.20 subject, however, to the conditions that (a) at no time shall (i) the Revolving Credit Exposure exceed (ii) the Total Revolving Commitment and (b) at all times the outstanding aggregate principal amount of such all Revolving Credit Loans made by each Revolving Lender shall not exceed such equal the product of (i) the percentage that its Revolving Lender’s Commitment represents of the Total Revolving Credit Commitment. Within Commitment times (ii) the limits outstanding aggregate principal amount of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. all Revolving Credit Loans made pursuant to a notice given by the Borrower or any Subsidiary Borrower under Section 2.3. The Revolving Commitments of the Lenders may be Base Rate Loans, Daily SOFR Loans terminated or Term SOFR Loans, as further provided hereinreduced from time to time pursuant to Section 2.14 or Section 7. (b) Subject Within the foregoing limits, the Borrower and any Domestic Subsidiary Borrower may borrow, pay or repay and reborrow Revolving Credit Loans hereunder, on and after the Closing Date and prior to the Maturity Date, upon the terms and subject to the conditions and limitations set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Revolving Lender having a Term Loan Commitment severally agrees to make revolving credit loans denominated a Term Loan on the Closing Date to the Borrower, which Term Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender. Such Term Loans (i) shall be made on the Closing Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid or prepaid in Dollars accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed in the aggregate the total of all Term Loan Commitments. On the Term Loan Maturity Date, all Original Term Loans shall be repaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (i) Subject to and upon the terms and conditions herein set forth, each such loan, Lender having a “Revolving Credit Loan”) Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrower Borrower, which Revolving Credit Loans (A) (1) that are Non-Extended Revolving Credit Loans shall be made by such Lender with Non-Extended Revolving Credit Commitments at any time and from time to time, on any Business Day during time after the Availability Period, in an aggregate amount not Closing Date and prior to exceed the Non-Extended Revolving Credit Maturity Date and (2) that are Fourth Amendment Revolving Credit Loans shall be made by such Lender with Fourth Amendment Revolving Credit Commitments at any time outstanding and from time to time on or after the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect Fourth Amendment Effective Date and prior to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Maturity Date; provided that Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower made on the Restatement Effective Closing Date in an amount not to exceed $48,000,000, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Term Lender’s Term Commitment; providedLender at any time, however, that after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be repaid in full (it being understood that any such Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid with the proceeds of Fourth Amendment Extended Revolving Credit Loans made on the Non-Extended Revolving Credit Maturity Date, subject to the terms and conditions applicable to Fourth Amendment Extended Revolving Credit Loans). On the Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding shall be repaid in full, except to the extent set forth in any applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement with respect to any Other Revolving Credit Loans. (iii) For the avoidance of doubt and notwithstanding anything to the contrary expressed or implied herein, for so long as any Class of Revolving Credit Commitments has an earlier Maturity Date than any other Class of Revolving Credit Commitments (such Term Class with the earliest occurring Maturity Date being referred to as the “Earliest Maturing Revolving Class”), (w) each Borrowing of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate unutilized Revolving Credit Commitments with respect to each such Class) (but excluding any Earliest Maturing Revolving Class with respect to Borrowings to be made on the Maturity Date of such Class or the date the Revolving Credit Commitments with respect to such Class are terminated so long as all Revolving Credit Commitments and all Revolving Credit Loans under such Class have been terminated and repaid concurrently with or prior to such Borrowing), (x) each payment or prepayment (whether pursuant to Section 5.1 or 5.2 or otherwise) of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate Outstanding Amount principal amount of all Term Revolving Credit Loans shall not exceed the Term Facility and then outstanding with respect to each such Class), (y) any termination or reduction of Revolving Credit Commitments shall be made pro rata across all such Classes (based on the Outstanding Amount aggregate Revolving Credit Commitments with respect to each such Class), and (z) subject to the last sentence of Section 3.3(a), all Term L/C Participations shall be pro rata across all such Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class); provided that, in the case of any prepayment or repayment of Revolving Credit Loans made by under the Earliest Maturing Revolving Class or termination or reduction of Revolving Credit Commitments under such Term Lender Class either on (A) the Maturity Date for such Class or (B) an earlier date, solely to the extent the Revolving Credit Loans under such Class are being repaid in full on such date and all Revolving Credit Commitments under such Class have been terminated on or prior to such date, any such prepayment, repayment, reduction or termination shall not exceed such Term Lenderbe applied (or, in the case of any voluntary prepayment pursuant to Section 5.1 or voluntary reduction pursuant to Section 4.2, at the Borrower’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans option, may be Base Rate Loans, Daily SOFR applied) first to the Revolving Credit Loans or Term SOFR Loansunder such Class until paid in full and to the Revolving Credit Commitments under such Class until terminated in full, as further provided hereinapplicable, unless immediately after giving effect thereto the Aggregate Revolving Credit Outstandings would exceed 100% of the Total Revolving Credit Commitment as then in effect.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit A Loan”) to the Borrower Revolving A/B Borrowers in Dollars from time to time, time on any Business Day during the Availability Period, Period for the Revolving A Commitments in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit A Commitment; provided, however, that after giving effect to any Borrowing of Revolving Credit BorrowingA Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s Revolving A Commitment, and (iii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the Revolving Credit Exposure obligation of such Revolving Lender shall not exceed A/B Borrower to repay such Revolving Lender’s Revolving Credit CommitmentA Loan in accordance with the terms of this Agreement. Within the limits of each Revolving XxxxxxLender’s Revolving Credit A Commitment, and subject to the other terms and conditions hereof, the Borrower Revolving A/B Borrowers may borrow under this Section 2.012.01(a), prepay under Section 2.062.05, and reborrow under this Section 2.012.01(a). Revolving Credit A Loans may be Base Rate Loans or Eurocurrency Rate Loans, Daily SOFR Loans or Term SOFR Loansa combination thereof, as further provided herein. herein (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, provided that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid Lux 2 may not be reborrowed. Term Loans may be borrow Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein).

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Initial Term Lender agrees severally, each Revolving Lender severally agrees and not jointly, on the Effective Date, to make revolving credit term loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during (the Availability Period, “Initial Term Loans”) in an aggregate US Dollars and in a like principal amount not to exceed at any time outstanding its Initial Term Loan Commitment (and with the amount tenor therefor described in the definition of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinLoan Maturity Date). (b) Subject to the terms and conditions herein set forth, each Revolving Credit Lender with a Revolving Credit Commitment of a particular Class agrees, severally and not jointly, to make Revolving Loans of such Class to the Borrower in the Available Currency requested by the Borrower, at any time and from time to time after the Effective Date, and until the earlier of the Revolving Credit Maturity Date with respect to its Revolving Credit Commitment and the termination of such Lender’s Revolving Credit Commitment of such Class in accordance with the terms hereof, in an aggregate Principal Amount at any time outstanding that will not, after giving effect to the making of such Revolving Credit Loans and the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date may borrow, pay or prepay and reborrow Revolving Loans. (c) Amounts paid or prepaid in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount respect of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Revolving Lender severally severally, and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a the “Initial Revolving Credit LoanLoans”) to the Borrower in Dollars at any time and from time to timetime on and after the Closing Date, on any Business Day during and until the Availability Period, in an aggregate amount not to exceed at any time outstanding earlier of the amount Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, Revolving Loans may consist of ABR Loans, Term Benchmark Loans (or, if after the Borrower may borrow under this Section 2.01effectiveness of a Benchmark Replacement, prepay under Section 2.06RFR Loans), or a combination thereof, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loansborrowed, Daily SOFR Loans or Term SOFR Loanspaid, as further provided hereinrepaid and reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment. (c) Subject to the terms and conditions set forth herein, each Delayed Draw Term Lender severally (and not jointly) agrees to make a single loan Delayed Draw Term Loan in Dollars to the Borrower on Borrower, in up to five (5) drawings during the Restatement Effective Date Delayed Draw Term Loan Availability Period, in an aggregate principal amount not to exceed such Xxxxxx’s unused Delayed Draw Term Lender’s Term Commitment; provided, however, that after giving effect to any Loan Commitment at such Term Borrowing, (x) the aggregate Outstanding Amount time. Amounts prepaid or repaid in respect of all Delayed Draw Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (a) such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Exposure exceeding such Lender’s Revolving Credit Borrowing, Commitment or (ib) the Total Aggregate Revolving Outstandings shall not exceed Exposure exceeding the Aggregate lesser of (x) the sum of the aggregate Revolving Commitments and (iiy) the Revolving Credit Exposure Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of such Revolving Lender shall Sections 2.04 and 2.05 by making immediately available funds available to the Administrative Agent’s designated account, not exceed such Revolving Lender’s Revolving Credit Commitmentlater than 1:00 p.m., Chicago time. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofset forth herein, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms of the Ex-Im Bank Documents and the Fast Track Loan Agreement, the Ex-Im Revolving Lender agrees to make Ex-Im Revolving Loans to the Ex-Im Borrower from time to time during the Ex-Im Availability Period in an aggregate principal amount that will not result in the Ex-Im Revolving Lender’s Ex-Im Revolving Exposure exceeding (A) the Ex-Im Revolving Lender’s Ex-Im Revolving Subcommitment or (B) the Export-Related Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, each Term the Ex-Im Borrower may borrow, prepay and reborrow Ex-Im Revolving Loans. The making of Ex-Im Revolving Loans will be governed by the Fast Track Loan Agreement, the Ex-Im Bank Borrower Agreement and this Agreement; in the event of conflict among the terms of the Fast Track Loan Agreement, the Ex-Im Bank Borrower Agreement and the terms hereof, the terms of the Ex-Im Bank Borrower Agreement shall prevail. In no event shall the obligations of the Ex-Im Revolving Lender severally agrees hereunder, under the Fast Track Loan Agreement and under the Ex-Im Bank Borrower Agreement be deemed to make a single loan to be distinct commitments; rather, this Agreement, the Fast Track Loan Agreement and the Ex-Im Bank Borrower on Agreement describe different aspects of the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinsame obligations.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make revolving credit loans Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each such loaneach, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not that shall not, after giving effect thereto and to exceed at any time outstanding the amount application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Exposure exceeding such Revolving Credit Borrowing, (i) the Total Lender’s Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Credit Commitment and (ii) the aggregate Revolving Credit Exposure Exposures exceeding the Maximum Borrowing Amount (subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.15), provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender shall not exceed at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits Exposure in respect of each any Class of Revolving XxxxxxLoans at such time exceeding such Revolving Credit Lender’s Revolving Credit CommitmentCommitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and subject to the other terms and conditions hereofapplication of the proceeds thereof, result at any time in the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinat such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Term the Swingline Lender severally agrees is authorized by the Lenders to, and may, in its sole discretion, at any time and from time to make a single loan to the Borrower time on and after the Restatement Effective Date in an amount and prior to the Swingline Maturity Date, make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower (provided that the Swingline Lender shall not be obligated to make any Swingline Loan), which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed such Term Lender’s Term at any time outstanding the Swingline Commitment; provided, however(iv) shall not, that after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Maximum Borrowing Amount at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(c)), in which case Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Term BorrowingSwingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (d) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate Outstanding Amount of all Term Loans shall not credit exposure to exceed the Term Facility aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Outstanding Amount foregoing, if a Default or Event of all Term Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans made by such Term Lender shall not exceed such Term Lender’s Term allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be Base Rate Loansreduced as agreed between the Swingline Lender and the Borrower, Daily SOFR Loans or Term SOFR Loans, as further provided hereinwithout the consent of any other Person.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving Initial Term Lender severally severally, and not jointly, agrees to make revolving credit loans denominated Initial Term A-1 Loans to the Term A Borrowers on the Closing Date in Dollars (each such loan, in a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed its Initial Term A-1 Loan Commitment, (ii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term A-2 Loans to the Term A Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term A-2 Loan Commitment, (iii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term B Loans to the Term B Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iv) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to any Revolving Borrower in Dollars at any time outstanding and from time to time on and after the amount Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that (A) after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit CommitmentCommitment and (B) after giving effect to the Borrowing of the Initial Term A-1 Loans and the Initial Term A-2 Loans on the Closing Date, the aggregate principal amount of Initial Term A-1 Loans and/or the Initial Term A-2 Loans made to the Parent shall not exceed $200,000,000. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the any Revolving Borrower may borrow under this Section 2.01borrow, pay or prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Amounts paid or prepaid in respect of the Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedrelevant Borrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAgreement.

Commitments. (a) (i) Subject to the terms and conditions set forth herein, each Revolving applicable Term A Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) an Initial Term A Loan to the Borrower from time Parties on the Effective Date denominated in dollars in a principal amount not exceeding its Initial Term A Commitment, (ii) subject to timethe terms and conditions set forth in the First Incremental Term A Facility Amendment, the Additional Term A Lender agrees to make an Additional Term A Loan to the Borrower Parties on any Business Day during the Availability Period, First Incremental Amendment Effective Date in an aggregate principal amount not to exceed at any time outstanding its Additional Term A Commitment and (iii) subject to the terms and conditions set forth in the Second Incremental Term A Facility Amendment, each Second Additional Term A Lender agrees to make a Second Additional Term A Loan to the Borrower Parties on the Second Incremental Amendment Effective Date in an aggregate principal amount not to exceed its Second Additional Term A Commitment. The Initial Term A Loans, the Additional Term A Loans and the Second Additional Term A Loans shall together constitute a single Class of such Revolving Lender’s Revolving Credit Commitment; providedTerm Loans for purposes of this Agreement in all respects, however, except that after giving effect to any Revolving Credit Borrowing, (i) interest on the Total Revolving Outstandings Additional Term A Loans shall not exceed commence to accrue from the Aggregate Revolving Commitments First Incremental Amendment Effective Date and (ii) interest on the Revolving Credit Exposure Second Additional Term A Loans shall commence to accrue from the Second Incremental Amendment Effective Date. Additional Term A Loans will (i) initially be of the same Type and will have the same Interest Period as the Initial Term A Loans outstanding immediately prior to the First Incremental Amendment Effective Date and (ii) bear interest, until the last day of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within initial Interest Period, at the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject same rate as the Initial Term A Loans outstanding immediately prior to the other terms First Incremental Amendment Effective Date. Second Additional Term A Loans will (i) initially be of the same Type and conditions hereofwill have the same Interest Period as the Term A Loans outstanding immediately prior to the Second Incremental Amendment Effective Date and (ii) bear interest, until the Borrower may borrow under this Section 2.01last day of such initial Interest Period, prepay under Section 2.06, and reborrow under this Section 2.01at the same rate as the Term A Loans outstanding immediately prior to the Second Incremental Amendment Effective Date. Revolving Credit Amounts repaid or prepaid in respect of the Term A Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed other than pursuant to the Voluntary Prepayment Incremental Amount. (b) Subject to the terms and conditions set forth herein, (i) each applicable Term B-1 Dollar Lender severally agrees to make a single loan Term B-1 Dollar Loan to the Borrower Parties on the Restatement Effective Date denominated in an dollars in a principal amount not to exceed such exceeding its Term Lender’s Term B-1 Dollar Commitment; provided, however, that after giving effect to any such Term Borrowing, (xii) each applicable Term B-1 Euro Lender agrees to make a Term B-1 Euro Loan to the aggregate Outstanding Amount of all Borrower Parties on the Effective Date denominated in euro in a principal amount not exceeding its Term Loans shall B-1 Euro Commitment, (iii) each applicable Term B-2 Lender agrees to make a Term B-2 Loan to the Borrower Parties on the Effective Date denominated in Dollars in a principal amount not exceed the exceeding its Term Facility B-2 Commitment and (yiv) each applicable Term B-3 Lender agrees to make a Term B-3 Loan to the Outstanding Amount Borrower Parties on the First Amendment Effective Date pursuant to the terms of all the First Amendment denominated in Dollars in a principal amount not exceeding its Term Loans made by such Term Lender shall not exceed such Term Lender’s Term B-3 Commitment. Term Loans that are Amounts repaid or prepaid in respect of Term B Loans may not be reborrowedreborrowed other than pursuant to the Voluntary Prepayment Incremental Amount. (c) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment or the Aggregate Revolving Credit Exposure exceeding the aggregate Revolving Commitments. Term Loans Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may be Base Rate borrow, prepay and reborrow Revolving Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Revolving Term B Lender holding an Initial Term B Commitment severally and not jointly agrees to make revolving credit loans denominated in Dollars (each such loanmake, a “Revolving Credit Loan”) on the Closing Date, an Initial Term B Loan to the Borrower from time to time, on any Business Day during the Availability Period, in Dollars in an aggregate amount not equal to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; providedInitial Term B Commitment (each, howeveran “Initial Term B Loan” and, that collectively, the “Initial Term B Loans”). Each Lender’s Initial Term B Commitment shall terminate immediately and without further action on the Closing Date after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure funding of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit CommitmentInitial Term B Commitment on such date. Within The Initial Term B Loans shall be made on the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, Closing Date and subject to may be repaid or prepaid in accordance with the other terms and conditions provisions hereof, the Borrower but once repaid or prepaid may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01not be reborrowed. Revolving Credit The Initial Term B Loans may be Base Rate Loans, Daily SOFR ABR Loans or Term SOFR Loans, Loans as further provided herein. (b) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Term C Lender holding Initial Term C Commitments severally and not jointly agrees to make a single loan make, on the Closing Date, an Initial Term C Loan to the Borrower on the Restatement Effective Date in Dollars in an amount not equal to exceed such Term Lender’s Initial Term Commitment; providedC Commitment (each, howeveran “Initial Term C Loan” and, that collectively, the “Initial Term C Loans”). Each Lender’s Initial Term C Commitment shall terminate immediately and without further action on the Closing Date after giving effect to any the funding of such Lender’s Initial Term Borrowing, (x) the aggregate Outstanding Amount of all C Commitment on such date. The Initial Term C Loans shall not exceed be made on the Term Facility Closing Date and (y) may be repaid or prepaid in accordance with the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are provisions hereof, but once repaid or prepaid may not be reborrowed. The Initial Term C Loans may be Base Rate Loans, Daily SOFR ABR Loans or Term SOFR Loans, Loans as further provided herein. (c) (i) Subject to and upon the terms and conditions set forth in this Agreement, each Revolving Lender having a Revolving Commitment severally and not jointly agrees to make Revolving Loans in Dollars to the Borrower in an amount equal to such Xxxxxx’s Revolving Commitment (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”).

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Lender agrees, severally agrees and not jointly, to make revolving credit loans denominated a Tranche A Loan to the Borrower on the Closing Date in Dollars a principal amount not to exceed its Tranche A Commitment, at a purchase price of 96.5% of par. (each such loanb) If requested by the Borrower pursuant to Section 2.01(c) after the Closing Date but prior to the termination or expiration of the Commitments, a “Revolving Credit Loan”) the Lenders may, in the sole discretion of the Required Lenders, make Tranche B Loans to the Borrower from time to time, on any Business Day during the Availability Period, time in an aggregate principal amount not to exceed their respective Tranche B Commitments, at any a purchase price of 100.0% of par. (c) If the Borrower wishes to request that the Lenders make a Tranche B Loan, the Borrower shall deliver to the Administrative Agent and the Lenders a duly completed Borrowing Notice not later than 1:00 p.m. New York City time outstanding on a Business Day that is not less than ten (10) Business Days prior to the amount of requested funding date for such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, . Each such Borrowing Notice shall be irrevocable and shall specify (i) the Total Revolving Outstandings requested date of the Borrowing (which shall not exceed the Aggregate Revolving Commitments and be a Business Day), (ii) the Revolving Credit Exposure principal amount of Tranche B Loans requested to be borrowed in such Borrowing (which shall not be less than the lesser of (A) $500,000, and (B) all remaining Tranche B Commitments), (iii) the expected use of proceeds of such Revolving Lender shall not exceed Tranche B Loans and (iv) such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject other information relating to the other terms and conditions hereof, Borrowing set forth in the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinBorrowing Notice. (bd) Subject If, within seven (7) Business Days of receipt of a Borrowing Notice, Lenders constituting the Required Lenders shall have notified the Administrative Agent and the Borrower that they are willing to provide the terms and requested Tranche B Loan, the Lenders shall, subject to satisfaction of the conditions set forth hereinin Section 4.02 hereof and relying upon the representations and warranties herein set forth, each Term Lender severally agrees to make a single loan to the Borrower fund their respective pro rata portions of such Tranche B Loan on the Restatement Effective Date requested funding date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, accordance with their respective Tranche B Commitments. (xe) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid Amounts paid or prepaid in respect of Loans may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) (x) on the Closing Date, the Initial Term B Lenders made the Initial Term B Loans to the Borrower in an aggregate principal amount of $450,000,000 and (y) on the Effective Date, the Incremental Term B Lenders agree to make the Incremental Term B Loans to the Borrower in an aggregate principal amount of $65,000,000 subject to the terms and conditions in the 2017 Incremental Assumption Agreement, (b) each Revolving Lender severally agrees to make revolving credit loans denominated Revolving Facility Loans of a Class in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Revolving Lender’s Revolving Facility Credit Commitment; provided, however, that after giving effect to any Exposure of such Class exceeding such Lender’s Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Lender shall not exceed Facility Commitments of such Revolving Lender’s Revolving Credit CommitmentClass. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Lender severally agrees Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a single loan Incremental Term Loans to the Borrower on the Restatement Effective Date in an aggregate principal amount not to exceed such its Incremental Term Lender’s Loan Commitment, and (d) amounts of Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (xB Loans borrowed under Section 2.01(a) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (yor Section 2.01(c) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. For the avoidance of doubt, from and after the Effective Date, the Initial Term B Loans may and the Incremental Term B Loans shall be Base Rate Loanstreated as a single “Class” and have the same terms and conditions for all purposes of this Agreement and the other Loan Documents, Daily SOFR Loans or Term SOFR Loansincluding all scheduled, as further provided hereinoptional and mandatory prepayments.

Commitments. (a) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein: (i) each Tranche A-1 Term Loan Lender agrees, each Revolving Lender severally agrees and not jointly, to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Tranche A-1 Term Loans to the Borrower from time to time, on any Business Day during the Availability Period, Closing Date in an aggregate a principal amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit its Tranche A-1 Term Loan Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and and (ii) each Tranche A-2 Term Loan Lender agrees, severally and not jointly, to make Tranche A-2 Term Loans to the Revolving Credit Exposure of such Revolving Lender shall Borrower on the Closing Date in a principal amount not to exceed such Revolving Lender’s Revolving Credit its Tranche A-2 Term Loan Commitment. Within the limits Amounts paid or prepaid in respect of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Term Revolving Credit Lender agrees, severally agrees and not jointly, to make a single loan Revolving Loans to the Borrower, at any time and from time to time on or after the Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment agrees, severally and not jointly, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower on the Restatement Effective Date in an aggregate principal amount not to exceed such its Incremental Term Lender’s Term Loan Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount . Amounts paid or prepaid in respect of all Incremental Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term . (d) Notwithstanding anything in this Agreement to the contrary, no more than seven (7) Classes of Loans may and seven (7) Classes of Commitments shall be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinoutstanding at any one time.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Lender severally agrees severally, and not jointly, to make revolving credit loans denominated a Loan to Borrower in Dollars (each such loan, dollars in a “Revolving Credit Loan”) principal amount equal to 98.0% of its Commitment in respect of Term B Loans. Notwithstanding anything to the Borrower from time to timecontrary herein and for the avoidance of doubt, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the principal amount of each Term B Loan owing to each Lender as of the Funding Date for such Revolving Lender’s Revolving Credit Commitment; provided, however, that after Loan (before giving effect to any Revolving Credit Borrowing, (isubsequent repayments) shall be an amount equal to such Lender’s Commitment in respect of which Term B Loan was made irrespective that the Total Revolving Outstandings shall not exceed amount funded on the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure applicable Funding Date is 98.0% of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits Amounts paid or prepaid in respect of each Revolving Xxxxxx’s Revolving Credit CommitmentTerm B Loans may not be reborrowed. The Term B Loans shall be available, and subject to the other terms and conditions hereof, in two drawings: (i) an initial drawing on the Borrower may borrow under this Section 2.01, prepay under Section 2.06, Closing Date in an aggregate principal amount of $100,000,000 (such Term B Loan made on the Closing Date being referred to herein as the “Initial Term B Loans”) and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or (ii) a second drawing (any such Term SOFR Loans, as further provided hereinB Loan made in such second draw being a “Delayed Draw Term B Loan”) not later than the Commitment Termination Date of the remaining Available Term B Loan Commitments of the Lenders. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Term Lender severally agrees severally, and not jointly, to make a single loan Loan to Borrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term C Loans. Notwithstanding anything to the Borrower on contrary herein and for the Restatement Effective avoidance of doubt, the principal amount of each Loan owing to each Lender as of the Funding Date in an amount not to exceed for such Term Lender’s Term Commitment; provided, however, that after C Loan (before giving effect to any subsequent repayments) shall be an amount equal to such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Commitment in respect of which Term C Loan was made irrespective that the amount funded on the applicable Funding Date is 98.0% of such Commitment. Term Loans that are repaid Amounts paid or prepaid in respect of Term C Loans may not be reborrowed. The Term C Loans may shall be Base Rate available, subject to the terms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount of $100,000,000 (such Term C Loan made on the Closing Date being referred to herein as the “Initial Term C Loans, Daily SOFR Loans or ”) and (ii) a second drawing (any such Term SOFR Loans, as further provided hereinC Loan made in such second draw being a “Delayed Draw Term C Loan”) not later than the Commitment Termination Date of the remaining Available Term C Loan Commitments of the Lenders.

Commitments. (a) Subject to On the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofcontained in this Agreement, each Lender severally, but not jointly, agrees to make, on the Closing Date, Closing Date Term Loans to Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or in an amount equal to such Lender’s Closing Date Term SOFR Loans, as further provided hereinLoan Commitment. (b) Subject to On the terms and subject to the conditions set forth hereincontained in this Agreement, each Term Lender severally severally, but not jointly, agrees to make a single loan make, from time to time after the Closing Date, Delayed Draw Term Loans to Borrower on the Restatement Effective Date in an amount not equal to exceed such Term Lender’s Delayed Draw Term Loan Commitment; provided, however, . Each Delayed Draw Term Loan shall be made by an irrevocable written request by the Chief Financial Officer of Borrower delivered to Agent (the “Borrowing Notice”). The Borrowing Notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day that after giving effect is three Business Days prior to any such the requested date of funding the Delayed Draw Term BorrowingLoan. Every Borrowing Notice must specify: (i) the amount of the Delayed Draw Term Loan, (xii) the aggregate Outstanding Amount of all requested funding date for the Delayed Draw Term Loans Loan, which shall not exceed be a Business Day, (iii) that the conditions to funding the requested Delayed Draw Term Facility Loan have been satisfied, and (yiv) the Outstanding Amount of all Term wire instructions. The Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Term Lender Lender, provided that the records of the Agent shall not exceed be conclusive absent manifest error. At the request of any Lender, Borrower shall reasonably promptly deliver a Note to such Term Lender’s Term Commitment. Term Amounts of Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Effective Date Term Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) an Effective Date Term Loan to the Borrower from time to time, on any Business Day during the Availability PeriodEffective Date, in an aggregate a principal amount not to exceed at any time outstanding exceeding its Effective Date Term Loan Commitment in the amount of set forth opposite such Revolving Term Lender’s Revolving Credit name on Schedule 2.01 under the heading “Effective Date Term Loan Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment”. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or 2.01(a) are referred to as the “Effective Date Term SOFR Loans, as further provided hereinLoan”. (b) Subject to the terms and conditions set forth hereinherein and the First Amendment, each First Amendment Effective Date Term Lender severally agrees to make a single loan First Amendment Effective Date Term Loan to the Borrower on the Restatement First Amendment Effective Date, in a principal amount not exceeding its First Amendment Effective Date Term Loan Commitment in an the amount not to exceed set forth opposite such First Amendment Effective Date Term Lender’s name on Schedule 2.01 under the heading “First Amendment Effective Date Term Loan Commitment; provided”. Amounts borrowed under this Section 2.01(b) are referred to as the “First Amendment Effective Date Term Loan”. Without limiting the generality of the foregoing, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all First Amendment Effective Date Term Loans shall not exceed have terms, rights, remedies, privileges and protections identical to those applicable to the Term Facility and (y) the Outstanding Amount of all Effective Date Term Loans made by such under this Agreement and each of the other Loan Documents. (c) Subject to the terms and conditions set forth herein and the Second Amendment, each Second Amendment Effective Date Term Lender shall agrees to make a Second Amendment Effective Date Term Loan to the Borrower on the Second Amendment Effective Date, in a principal amount not exceed exceeding its Second Amendment Effective Date Term Loan Commitment in the amount set forth opposite such Second Amendment Effective Date Term Lender’s name on Schedule 2.01 under the heading “Second Amendment Effective Date Term Loan Commitment”. Amounts borrowed under this Section 2.01(b) are referred to as the “Second Amendment Effective Date Term Loan”. Without limiting the generality of the foregoing, the Second Amendment Effective Date Term Loans that are repaid or prepaid may not be reborrowed. shall have, except as otherwise set forth herein, terms, rights, remedies, privileges and protections identical to those applicable to the Effective Date Term Loans may be Base Rate Loans, Daily SOFR and First Amendment Effective Date Term Loans or Term SOFR Loans, as further provided hereinunder this Agreement and each of the other Loan Documents.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Tranche A Term Lender agrees to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not exceeding its Tranche A Term Commitment, (ii) each Revolving Lender severally agrees to make revolving credit loans denominated Revolving Loans in Dollars (each such loan, a “Revolving Credit Loan”) dollars to the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, from time to time, on any Business Day time during the Revolving Availability Period, Period in an aggregate principal amount not to exceed at any one time outstanding the amount of that, when added to such Revolving Lender’s Revolving Credit Exposure at such time, does not exceed such Lender’s Revolving Commitment, and (iii) each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Parent Borrower or the Foreign Subsidiary Borrowers, as the case may be, from time to time during the Revolving Availability Period; provided, however, provided that after giving effect to any Revolving Credit Borrowingthe requested Foreign Currency Loan, (ix) the Total Foreign Currency Revolving Outstandings shall Exposure of all Revolving Lenders does not exceed the Aggregate Revolving Commitments and Foreign Currency Sublimit, (iiy) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within Exposure at such time does not exceed the limits amount of each Revolving Xxxxxxsuch Lender’s Revolving Credit Commitment, Commitment and subject to (z) the other terms and conditions hereof, total Revolving Exposure at such time does not exceed the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. total Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinCommitments. (b) Subject Within the foregoing limits and subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Parent Borrower on and the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedForeign Subsidiary Borrowers, howeveras the case may be, that after giving effect to any such Term Borrowingmay borrow, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility prepay and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitmentreborrow Revolving Loans. Term Loans that are Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Dollar Revolving Credit LoanLoans”) to any of the Borrower Borrowers from time to time, on any Business Day time during the Availability Period, Commitment Period in an aggregate principal amount not to exceed at any one time outstanding the amount of which, when added to such Revolving Lender’s Revolving Credit Commitment; providedOutstanding Extensions of Credit, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within No Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the limits Total Outstanding Extensions of each Credit shall exceed the Total Commitments then in effect. No Foreign Borrower shall request and no Lender shall be required to make any Dollar Revolving Xxxxxx’s Loan to such Foreign Borrower if, after making such Dollar Revolving Credit CommitmentLoan, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, any of the Borrowers may use the Commitments by borrowing, prepaying and subject to reborrowing the other Dollar Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof, . The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Borrower may borrow under this Section 2.01, prepay under Section 2.06, Commitments of the Lenders are several and reborrow under this Section 2.01no Lender shall be responsible for any other Lender’s failure to make Dollar Revolving Loans as required. The Dollar Revolving Credit Loans may from time to time be Base Rate Loans, Daily SOFR Eurocurrency Loans or Term SOFR ABR Loans, as further provided hereindetermined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18. (b) Each Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the earlier of the Termination Date and the date on which the Dollar Revolving Loans shall become due and payable in accordance with Section 7. (c) Subject to the terms and conditions set forth hereinhereof (including, without limitation, Section 2.31), each Term Multicurrency Lender severally agrees agrees, from time to time during the Commitment Period, to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, revolving credit loans (x) denominated in one or more Foreign Currencies to the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and Company or (y) denominated in Euros to any Foreign Borrower (collectively, “Multicurrency Loans”) in an aggregate principal amount (based on the Outstanding Amount Dollar Equivalent of all Term Loans made by such Term Lender Multicurrency Loans) at any one time outstanding which (a) shall not exceed such Term Multicurrency Lender’s Term Multicurrency Subcommitment and (b) when added to such Lender’s Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. Term No Borrower shall request and no Multicurrency Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan (i) the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the Dollar Equivalent of the aggregate outstanding Multicurrency Loans that are repaid or prepaid shall exceed the Multicurrency Sublimit. No Foreign Borrower shall request and no Lender shall be required to make any Multicurrency Loan to such Foreign Borrower if, after making such Multicurrency Loan, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, the Borrowers may not be reborrowed. Term Loans may be Base Rate borrow, prepay and reborrow Multicurrency Loans, Daily SOFR in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans or Term SOFR shall be Eurocurrency Loans, as further provided herein. (d) Each Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the earlier of the Termination Date and the date on which the Multicurrency Loans shall become due and payable in accordance with Section 7.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Term A Loan Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Term A Loans to the Borrower from time to time, on any Business Day during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in such Revolving Term A Loan Lender’s Revolving Credit Term A Loans exceeding its Term A Loan Commitment; provided, however, that after giving effect the Term A Loans shall be available in up to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitmentthree separate Borrowings. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term B Loan Lender severally agrees to make a single loan Term B Loans to the Borrower on during the Restatement Effective Date Availability Period in an aggregate principal amount that will not to exceed at any time result in such Term B Loan Lender’s Term B Loans exceeding its Term B Loan Commitment; provided, however, that after giving effect to any such the Term Borrowing, (x) the aggregate Outstanding Amount of all Term B Loans shall not exceed the Term Facility be available in up to three separate Borrowings. Amounts borrowed under this Section 2.01(a) and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid in respect of any Loans may not be reborrowed. For the avoidance of doubt, (i) no Term A Loan Lender shall be required to fund any portion of any Term B Loan, unless, and only to the extent, it is also a Term B Loan Lender, and no Term B Loan Lender shall be required to fund any portion of any Term A Loan unless, and only to the extent, it is also a Term A Loan Lender, and (ii) each Term A Loan shall be made in CLP and each Term B Loan shall be made in Dollars. (b) The Commitments of the Lenders are several, i.e., the failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for any other Lender’s failure to make Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinand when required hereunder.

Commitments. (a) Subject to the terms and conditions herein set forth hereinforth, each Revolving Lender severally severally, and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) the New Money Term Loans to the Borrower from time to time, on any Business Day during the Availability Period, Borrowers in an aggregate amount not equal to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, New Money Commitment in a single borrowing on the Closing Date. Such New Money Term Loans (i) will at the Total Revolving Outstandings option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all New Money Term Loans made by each of the Lenders shall, unless otherwise specifically provided herein, consist entirely of New Money Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure New Money Commitment of such Revolving Lender Lender, (iv) shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within in the limits aggregate the aggregate New Money Commitments of each Revolving Xxxxxx’s Revolving Credit Commitment, all Lenders and subject (v) shall be funded to the other terms Borrowers on the Closing Date in accordance with Section 2.4(d). The New Money Term Loans shall be available in Dollars and conditions hereofnot later than the Maturity Date, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit all then unpaid New Money Term Loans may shall be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinrepaid in full in Dollars. (b) Subject to the terms and conditions herein set forth hereinforth, to give effect to the refinancing and conversion of the DIP Loans into the Rolled Up Term Loans owing to each applicable Lender, each Term Lender severally agrees to make a single loan the Rolled Up Term Loans to the Borrower on the Restatement Effective Date in an amount not to exceed Borrowers hereunder and such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Rolled Up Term Loans shall not exceed be deemed to have been made hereunder to the Term Facility Borrowers, on the Closing Date, in a single term loan borrowing denominated in Dollars in a principal amount equal to such Lender’s Rolled Up Commitment on the Closing Date, and the DIP Loans owing to the Lenders under the DIP Credit Agreement shall be substituted with and exchanged for (yand reevidenced and refinanced by) the Outstanding Amount of all such Rolled Up Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitmenthereunder. The Rolled Up Term Loans that are repaid deemed made or issued pursuant to this Section 2.01(b) shall be deemed made on a cashless basis without any actual funding. Upon the effectiveness of this Agreement, all Rolled Up Commitments of the Lenders shall be deemed fully-funded and such Rolled Up Commitments shall be deemed to be reduced to $0 and interest shall begin to accrue on the full amount thereof as of such date. Amounts paid or prepaid in respect of Rolled Up Term Loans may not be reborrowed. Not later than the Maturity Date, all then unpaid Rolled Up Term Loans may shall be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinrepaid in full in Dollars.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, (i) each Lender having an Initiala Closing Date Term Loan Commitment severally agrees to make InitialClosing Date Term Loans denominated in Dollars to the Borrower on the Closing Date, which InitialClosing Date Term Loans shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000 and820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment Xx. 0 Xxx Xxxx Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000.400,000,000 and (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans and Amendment No. 3 New Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make revolving credit loans Revolving Credit Loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) or in any other Alternative Currency to the Borrower (on a joint and several basis) from time to time, on any Business Day during the Availability Period, its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; providedprovided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, howeverunless otherwise specifically provided herein, that consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to any the application of the proceeds thereof, result in such Revolving Credit BorrowingLender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, (i) after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Outstandings Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the Aggregate sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Exposure Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall not exceed be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit CommitmentCommitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Within the limits of each Revolving Xxxxxx’s Each Revolving Credit Commitment, and subject Lender hereby irrevocably agrees to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be Base Rate Loansmade on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), Daily SOFR each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans or Term SOFR Loansas shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, as further provided hereinto the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (be) Subject If any Revolving Credit Lender fails to make available to the terms and conditions set forth herein, each Term Administrative Agent for the account of the Swingline Lender severally agrees any amount required to make a single loan be paid by such Lender pursuant to the Borrower Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the Restatement Effective Date in an amount not earliest occurring maturity date such Swingline Loan shall be deemed reallocated to exceed such Term Lender’s Term Commitmentthe tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided, however, provided that after giving effect to any such Term Borrowing, (x) to the extent that the amount of such reallocation would cause the aggregate Outstanding Amount of all Term Loans shall not credit exposure to exceed the Term Facility aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Outstanding Amount foregoing, if a Default or Event of all Term Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans made by such Term Lender shall not exceed such Term Lender’s Term allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be Base Rate Loansreduced as agreed between the Swingline Lender and the Borrower, Daily SOFR Loans or Term SOFR Loans, as further provided hereinwithout the consent of any other Person.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Term Lender having an Initial Term Loan Commitment severally agrees (i) with respect to make revolving credit its Exit Prepetition Continued Loans, continued its loans denominated constituting Term Loan Claims (as defined in Dollars (each such loan, a “Revolving Credit Loan”the Reorganization Plan) as loans to the Borrower from time to time, on any Business Day during the Availability Period, hereunder in Dollars in an aggregate amount not to exceed at exceeding any time outstanding the amount of such Revolving Term Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Exit Prepetition Continued Loan Commitment and (ii) with respect to its Exit DIP Converted Loans, was deemed to have made loans to the Revolving Credit Exposure Borrower hereunder in Dollars in an aggregate amount not exceeding any such Term Lender’s Exit DIP Converted Loan Commitment, in each case, on a several and not joint basis (such continued loans and loans deemed made hereunder, collectively, the “Initial Term Loans” and each, an “Initial Term Loan”). Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed. The Initial Term Loan Commitment of each Lender was automatically and permanently reduced to $0 upon the continuation and deemed making of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to Initial Term Loans on the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinEffective Date. (b) Subject to the terms and conditions set forth hereinherein (including in Section 4.02 hereof), each Term Lender severally having an Incremental DDTL Commitment severally, but neither jointly nor jointly and severally, agrees to make advance to the Borrowers, in a single loan draw, its respective pro rata share of Incremental DDTL Loans in a principal amount equal to the Borrower on the Restatement Effective Date in an amount not to exceed each such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Incremental DDTL Commitment. Term Loans that are Amounts repaid or prepaid in respect of Incremental DDTL Loans may not be reborrowed. The Incremental DDTL Loans (if and when advanced) shall be deemed to have been made in the aggregate as Term Loan to the Borrowers under this Agreement and to constitute a part of the principal balance of the Term Loans may be Base Rate pursuant to the same terms as all other Term Loans outstanding under this Agreement (except solely with respect to the rights of Incremental DDTL Lenders as expressly set forth in the definition of “Required Lenders” and in Section 9.02 hereof). (c) Notwithstanding anything else herein or otherwise to the contrary, the priority of payment, repayment, and prepayment of the Initial Term Loans and the Incremental DDTL Loans, Daily SOFR Loans or Term SOFR Loanstogether with all interest, as further provided hereinfees, and other amounts payable in respect thereof, shall be pro rata and pari passu in all respects.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Term Lender agrees, severally agrees and not jointly, to make revolving credit loans denominated Term Loans on the Closing Date in Dollars to (each such loan, i) OPC in a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed the OPC Portion of such Term Lender’s Term Commitment, (ii) OBI in a principal amount not to exceed the OBI Portion of such Term Lender’s Term Commitment, (iii) OBII in an principal amount not to exceed the OBII Portion of such Term Lender’s Term Commitment and (iv) Valkyrie in a principal amount not to exceed the Valkyrie Portion of such Term Lender’s Term Commitment. Subject to the terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointly, to make Revolving Loans to the Borrowers in Dollars, at any time outstanding and from time to time on and after the amount Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Revolving Credit Borrowing, (i) Loans the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Outstanding Amount of such Lender’s Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower Borrowers may borrow under this Section 2.01borrow, repay or prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Amounts paid or prepaid in respect of the Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement, each Additional Lender with an Additional Term Lender Commitment for a given Class of Incremental Term Loans severally agrees to make a single loan Incremental Term Loans to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrowers, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all which Incremental Term Loans shall not exceed for any such Additional Lender at the time of any incurrence thereof, the Additional Term Facility and (y) Commitment of such Additional Lender for such Class on the Outstanding Amount of all respective Incremental Term Loans made by such Term Lender shall not exceed such Term Lender’s Term CommitmentLoan Borrowing Date. Term Loans that are Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving Term Lender severally severally, and not jointly, agrees to make revolving credit loans denominated Original Term Loans to the Lux Borrower on the Closing Date in Dollars (each such loan, in a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Revolver Borrower at any time outstanding and from time to time on and after the amount Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Lender in accordance with the terms hereof, in Dollars or one or more Alternative Currencies; provided that after giving effect to any Borrowing of Revolving Loans, the Dollar Equivalent of the Outstanding Amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Revolver Borrower may borrow under this Section 2.01borrow, pay or prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Amounts paid or prepaid in respect of the Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement, each Lender and each Additional Lender with an Additional Term Lender severally Commitment for a given Class of Incremental Term Loans severally, and not jointly, agrees to make a single loan Incremental Term Loans to the Term Borrowers (or one or more wholly-owned subsidiaries of the Borrower Representative in accordance with Section 2.22(a)(xvi)(A)), which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the Restatement Effective respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an amount Additional Revolving Commitment for a given Class of Incremental Revolving Loans severally, and not jointly, agrees to exceed make Incremental Revolving Loans to the Revolver Borrower (or one or more Wholly-Owned Subsidiaries of the Borrower Representative in accordance with Section 2.22(a)(xvi)(B)), at any time and from time to time on and after the initial incurrence thereof, and until the earlier of the maturity thereof and the termination of the Additional Revolving Commitment of such Term Lender’s Term CommitmentLender or Additional Lender (as applicable) in accordance with the terms hereof; provided, however, provided that after giving effect to any such Term BorrowingBorrowing of Incremental Revolving Loans, (x) the aggregate Outstanding Amount of all Term such Xxxxxx’s Revolving Credit Exposure in respect of Additional Revolving Loans shall not exceed such Xxxxxx’s Additional Revolving Commitment in respect of Additional Revolving Loans. (d) On the First Amendment Effective Date, (i) each Initial Euro Term Facility Lender, severally, and not jointly, agrees to make Initial Euro Term Loans to the Lux Borrower in Euros in an aggregate principal amount equal to its Initial Euro Term Loan Commitment and (yii) without any further action or notice on the Outstanding Amount part of any Person, all Original Term Loans made by such (other than the portion thereof prepaid on the First Amendment Effective Date pursuant to the terms of the First Amendment) shall remain outstanding denominated in Dollars, and shall be redesignated as “Initial USD Term Loans” for all purposes of this Agreement, in each case, accordance with the terms and conditions of the First Amendment. (e) On the Second Amendment Effective Date, (i) each 2017 Replacement Term Lender shall severally, and not exceed jointly, agrees to make 2017 Replacement Euro Term Loans to the Lux Borrower in an aggregate principal amount equal to such Term Lender’s 2017 Replacement Euro Term Commitment. Loan Commitment and (ii) each 2017 Replacement Term Lender severally, and not jointly, agrees to make 2017 Replacement USD Term Loans that are repaid or prepaid may to the Lux Borrower in an aggregate principal amount equal to such Xxxxxx’s 2017 Replacement USD Term Loan Commitment, in each case in accordance with the terms and conditions of the Second Amendment. (f) On the Third Amendment Effective Date, each 2021 Replacement Term Lender severally, and not be reborrowed. jointly, agrees to make 2021 Replacement Term Loans may be Base Rate Loans, Daily SOFR Loans or to the Lux Borrower in an aggregate principal amount equal to such Lender’s 2021 Replacement Term SOFR Loans, as further provided hereinLoan Commitment in accordance with the terms and conditions of the Third Amendment.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, each Revolving Lender severally and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Initial Term Loans to the Borrower from time to time, on any Business Day during the Availability Period, Closing Date in an aggregate Dollars in a principal amount not to exceed its Initial Term Loan Commitment; (ii) each Initial Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower in Dollars as may be requested by the Borrower, at any time outstanding and from time to time on and after the amount Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Revolving Credit Commitment; providedand (iii) each Initial Delayed Draw Term Lender severally, howeverand not jointly, that agrees to make Initial Delayed Draw Term Loans to the Borrower in Dollars in a principal amount not to exceed its Initial Delayed Draw Term Loan Commitment at any time and from time to time on and after giving effect to any Revolving Credit Borrowingthe Closing Date, and until the earlier of (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Initial Delayed Draw Term Loan Commitment Termination Date and (ii) the Revolving Credit Exposure termination of the Initial Delayed Draw Term Loan Commitment of such Revolving Initial Delayed Draw Term Lender shall not exceed such Revolving Lender’s Revolving Credit Commitmentin accordance with the terms hereof. Initial Delayed Draw Term Loans and Initial Term Loans are the same Class of Term Loans for all purposes under this Agreement. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base consist of ABR Loans, LIBO Rate Loans, Daily SOFR or a combination thereof, and may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Initial Loans or Term SOFR Loans, as further provided herein.may not be reborrowed (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Construction/Term Lender severally agrees (i) to make revolving credit construction loans denominated (the “Construction Loans”) to the Borrower, in Dollars each case from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (each A) such loanLender’s Construction Loans exceeding such Lender’s Construction Commitment, a or (B) the aggregate amount of all Construction Loans exceeding the total Construction Commitments and (ii) to make term loans (the “Revolving Credit LoanTerm Loans”) to the Borrower from time to time, on any Business Day during the Availability Period, Term Conversion Date in an amount that will not result in (A) such Lenders’ Term Loans exceeding such Lender’s Term Commitment or (B) the aggregate amount not to exceed at any time outstanding of all Term Loans exceeding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or total Term SOFR Loans, as further provided hereinCommitments. (b) Construction Loans shall Term Convert pursuant to Section 2.04, and Construction Loans and Term Loans shall not be simultaneously outstanding. (c) Subject to the terms and conditions set forth herein, each Term Revolving Lender severally agrees to make a single loan revolving loans (the “Revolving Loans”) to the Borrower on Borrower, in each case from time to time during the Restatement Effective Date applicable Availability Period in an aggregate principal amount that will not to exceed result in (i) such Term Lender’s Term Commitment; provided, however, that after giving effect to any Revolving Facility Exposure exceeding such Term Borrowing, Lender’s Revolving Commitment and (xii) the aggregate Outstanding Amount of all Term Loans shall not exceed total Revolving Facility Exposure exceeding the Term Facility total Revolving Commitments. (d) Within the foregoing limits and (y) subject to the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitmentterms and conditions set forth herein, the Borrower may borrow, prepay and re-borrow Revolving Loans. Term Loans that are Amounts repaid or prepaid in respect of Construction Loans and Term Loans may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinre-borrowed.

Commitments. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, each Revolving Lender severally agrees to make revolving credit a loan or loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower which Revolving Credit Loans (A) shall be made at any time and from time to timetime on and after the Effective Date and prior to the Maturity Date, on (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Business Day during the Availability Periodsuch Lender, result in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Exposure at such time exceeding such Lender’s Commitment at such time and (E) shall not result in the Total Credit Borrowing, Exposure exceeding the lesser of (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Commitment at such time and (ii) the Revolving Credit Exposure Borrowing Base at such time. (ii) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not exceed require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofrequest for costs for which compensation is provided under this Agreement, the Borrower may borrow under this provisions of Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein3.5 shall apply). (b) Subject to and upon the terms and conditions herein set forth hereinforth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not result at any time in the Total Credit Exposure at such time exceeding the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, each Term outstanding Swingline Loan shall be repaid in full. The Swingline Lender severally shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default in accordance with the provisions of Section 14.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (and, if any Swingline Loan is outstanding on the seventh calendar day following the date of Borrowing of such Swingline Loan, then on the first Business Day following such seventh calendar day, the Swingline Lender shall be required to give such notice), in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders with Commitments pro rata based on each Lender’s Applicable Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a single loan Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Commitment or Availability after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their Applicable Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (d) Subject to the limitations set forth below, 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 obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Restatement Effective Date Administrative Agent, in an its reasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Credit Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 14.5) and other sums payable under the Credit Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not to at any time exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, the lesser of (x) $7,500,000 and (y) 7.5% of the Total Commitment; provided further that the aggregate Outstanding Amount amount of all Term Loans outstanding Protective Advances plus the aggregate amount of the other Total Credit Exposure shall not exceed the Term Facility Total Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 7 have not been satisfied. The Protective Advances shall be secured by the Security Documents and shall constitute Obligations hereunder and under the other Credit Documents. All Protective Advances shall be ABR Loans. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 7 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit 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(e). (ye) Upon the Outstanding Amount making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. On any Business Day, the Administrative Agent may, in its sole discretion, give notice to the Lenders that the Lenders are required to fund their risk participations in Protective Advances (and, if any Protective Advance is outstanding on the thirtieth calendar day following the date of Borrowing of such Protective Advance, then on the first Business Day following such thirtieth calendar day, the Administrative Agent shall give such notice) in which case each Lender shall fund its participation on the date specified in such notice. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all Term Loans made payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinProtective Advance.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Initial Term Loan Lender with an Initial Term Loan Commitment, severally agrees to make revolving credit loans denominated in Dollars (each such loanand not jointly, a “Revolving Credit Loan”) made an Initial Term Loan to the Borrower from time on the Closing Date in a principal amount equal to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed its Initial Term Loan Commitment at any time outstanding the amount a purchase price of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure 100.0% of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitmentpar. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the The Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01make only one borrowing of Initial Term Loans. Revolving Credit Amounts paid or prepaid in respect of Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each 2016 Term Loan Lender with a 2016 Term Loan Commitment agrees, severally agrees and not jointly, to make a single loan makemade 2016 Term Loans to the Borrower on the Restatement Second Amendment Effective Date. Amounts paid or prepaid in respect of 2016 Term Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein and in the Third Amendment and relying upon the representations and warranties herein set forth, each 2016 Acquisition Term Loan Lender with an 2016 Acquisition Term Loan Commitment, severally and not jointly, agrees to make a 2016 Acquisition Term Loan to the Borrower on the Third Amendment Effective Date in an a principal amount not equal to exceed such its 2016 Term Lender’s Term CommitmentLoan Commitment at a purchase price of 100.0% of par; provided, however(I) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents; (II) each of the representations and warranties set forth in Article III shall remain true and correct in all material respects (without duplication of any materiality qualifiers contained therein); (III) the Consolidated Leverage Ratio, that calculated on a pro forma basis for the last twelve month period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.04 (a) or (b) and after giving effect to any such Permitted Acquisitions or Investments permitted under the Loan Documents or prepayments of the Loans, shall be no greater than 0.74:1.00 and (IV) the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.02(c). The Borrower may make only one borrowing of 2016 Term BorrowingLoans. The 2016 Term Loans (i) shall be denominated in Dollars, (xii) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility subject to Section 2.10 and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are Section 2.11, once borrowed and subsequently repaid or prepaid may not be reborrowedreborrowed and (iii) shall not exceed for any such 2016 Term Loan Lender at any time outstanding that aggregate principal amount (excluding PIK Interest that has been capitalized and added to the principal amount) that, when added to the principal amount of such 2016 Term Loan Lender’s outstanding 2016 Term Loans, exceeds the 2016 Term Loan Commitment of such 2016 Term Loan Lender at such time. Acquisition Term Loan Commitment. The Borrower may make only one borrowing of 2016 Acquisition Term Loans. Amounts paid or prepaid in respect of 2016 Acquisition Term Loans may not be Base Rate reborrowed. (d) (c) Subject to and upon the terms and conditions set forth herein, each RL Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time after the Second Amendment Effective Date and prior to the Maturity Date (the “Availability Period”), a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any such RL Lender at any time outstanding that aggregate principal amount that, when added to the principal amount of such RL Lender’s outstanding Revolving Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinexceeds the Revolving Loan Commitment of such RL Lender at such time.

Commitments. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth hereinforth, each Revolving Lender hereby severally agrees to make revolving credit loans denominated or maintain the Loans described in Dollars (each such loan, a “Revolving Credit Loan”subsections 2.1A(ii) and 2.1A(iii) and Swing Line Lender hereby agrees to make the Borrower from time to time, on any Business Day during the Availability Period, Loans described in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, subsection 2.1A(iv). (i) TRANCHE A TERM LOANS. Each Lender, which had a "Tranche A Term Loan Commitment" under the Total Revolving Outstandings Existing Credit Agreement, loaned its ratable share of $70,000,000 on the Closing Date. All Tranche A Term Loans made under the Existing Credit Agreement shall not exceed be repaid in full on the Aggregate Revolving Commitments and Restatement Effective Date. (ii) TRANCHE B TERM LOANS. Each Lender, which had a Tranche B Term Loan Commitment under the Revolving Existing Credit Exposure Agreement on the Closing Date, loaned to Company its Pro Rata Share of such Revolving Lender $200,000,000 in Tranche B Loans under the Existing Credit Agreement. Tranche B Term Loans shall not exceed such Revolving Lender’s Revolving Credit Commitmentbe paid on the Restatement Effective date to the extent necessary to reduce the aggregate principal amount thereof to $195,000,000 and shall thereafter continue to be maintained under and governed by this Agreement. Within the limits The amount of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject Lender's Tranche B Term Loans to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower outstanding on the Restatement Effective Date in is set forth opposite its name on Schedule 2.1 annexed hereto. Company may by written notice to Administrative Agent elect to request an increase to the existing Tranche B Term Loan Commitments ("NEW TRANCHE B TERM LOAN COMMITMENTS") by an amount not in excess of $30,000,000 in the aggregate. Each such notice shall specify (A) the date (each, an "INCREASED AMOUNT DATE") on which Company proposes that the New Tranche B Term Loan Commitments shall be effective and that Loans made pursuant to exceed the New Tranche B Term Loan Commitments ("NEW TRANCHE B TERM LOANS") be issued, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person (each, a "NEW TRANCHE B TERM LOAN LENDER") to whom Company proposes any portion of such New Tranche B Term Lender’s Loan Commitments shall be allocated and the amounts of such allocations; PROVIDED that such New Tranche B Term Loan Commitments shall not be made available to Company until after the Agents shall have declared that the syndication of the Commitments has been successfully completed and unless Requisite Lenders shall have consented to the making of the New Tranche B Term Loans; PROVIDED FURTHER that any Lender or other Person approached to provide all or a portion of the New Tranche B Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Tranche B Term Loan Commitment. Company hereby appoints Syndication Agent and Administrative Agent as sole agents with respect to the syndication of the New Tranche B Term Loans. Such New Tranche B Term Loan Commitments shall be come effective and any such New Tranche B Term Loans shall be made as of such Increased Amount Date; provided, however, PROVIDED that (1) no Event of Default or Potential Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Tranche B Term Loan Commitments; (2) both before and after giving effect to the making of any New Tranche B Term Loans each of the conditions set forth in Section 4.3 shall be satisfied; (3) each increase in the New Tranche B Term Loan Commitments shall be effected pursuant to one or more joinder agreements in form and substance satisfactory to Agents, executed and delivered to Administrative Agent, and each shall be recorded in the Register; (4) Company shall make any payments of fees required by the New Tranche B Term Loan Lenders in connection with the New Tranche B Term Loan Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On any Increased Amount Date on which any New Tranche B Term BorrowingLoan Commitments are effective, (x) subject to the aggregate Outstanding satisfaction of the foregoing terms and conditions, each New Tranche B Term Loan Lender shall make a New Tranche B Term Loan to Company in an amount equal to its New Tranche B Term Loan Commitment. Administrative Agent shall notify the Lenders promptly upon receipt of Company's notice of each Increased Amount Date and in respect thereof the New Tranche B Term Loan Commitments. The terms and provisions of all the New Tranche B Term Loans and New Tranche B Term Loan Commitments shall not exceed be identical to the Term Facility and (y) the Outstanding Amount of all Tranche B Term Loans made by such Term Lender and shall not exceed such Term Lender’s Term Commitment. be deemed Tranche B Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinfor all purposes of this Agreement.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving Initial Term Lender severally severally, and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Initial Term Loans to the Borrower from time to time, on any Business Day during the Availability Period, Closing Date in an aggregate Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrower in Dollars at any time outstanding and from time to time after the amount Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow under this Section 2.01borrow, pay or prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Amounts paid or prepaid in respect of the Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any Incremental Facility Amendment, each Term Lender with an Incremental Commitment of a given Class, severally and not jointly, agrees to make a single loan Incremental Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Incremental Commitment of such Class of such Lender as set forth in the applicable Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth hereinforth, each Revolving Lender agrees, severally agrees and not jointly: (i) to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Tranche I Term Loan to the Borrower from time to time, on any Business Day during the Availability Period, Closing Date in an aggregate a principal amount not to exceed at any the Tranche I Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time outstanding the amount of such Revolving Lender’s Revolving Credit Commitmentto time pursuant to Section 2.09; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to make a Tranche II Term Loan to the other terms and conditions hereof, Borrower on the Borrower may borrow under this Section Closing Date in a principal amount not to exceed the Tranche II Term Loan Commitment set forth opposite its name on Schedule 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans as the same may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreduced from time to time pursuant to Section 2.09. (b) Subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth hereinforth, each Term Lender agrees, severally agrees and not jointly, to make a single loan Revolving Loans to the Borrower, at any time and from time to time on or after the date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Credit Exposure at such time exceeding the Revolving Credit Commitment of such Lender at such time, as the same may be reduced from time to time pursuant to Section 2.09, provided that the aggregate principal amount of Revolving Loans made to the Borrower on the Restatement Effective Closing Date shall not exceed $45,000,000. (i) The Swingline Lender hereby agrees, subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth, and subject to the limitations set forth below with respect to the maximum amount of Swingline Loans permitted to be outstanding from time to time, to make a portion of the Revolving Credit Commitments available to the Borrower from time to time during the period from the Closing Date through and excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments in an aggregate principal amount not to exceed the Swingline Loan Commitment, by making Swingline Loans to the Borrower. Swingline Loans may be made notwithstanding the fact that such Term Swingline Loans, when aggregated with the Swingline Lender’s Term 's outstanding Revolving Loans, Revolving L/C Exposure and outstanding Swingline Loans, may exceed the Swingline Lender's Revolving Credit Commitment; provided. The original amount of the Swingline Loan Commitment is $20,000,000. The Swingline Loan Commitment shall expire on the date the Revolving Credit Commitments are terminated and all Swingline Loans and all other amounts owed hereunder with respect to Swingline Loans shall be paid in full no later than that date. The Borrower shall give the Swingline Lender telephonic, howeverwritten or telecopy notice (in the case of telephonic notice, that after giving effect such notice shall be promptly confirmed in writing or by telecopy) not later than 12:00 (noon), New York City time, on the day of a proposed borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any such Term Borrowing, notice received from the Borrower pursuant to this paragraph. (xii) In no event shall (A) the aggregate Outstanding Amount principal amount of all Term Swingline Loans shall not outstanding at any time exceed the Term Facility and aggregate Swingline Loan Commitment in effect at such time, (yB) the Outstanding Amount Aggregate Revolving Credit Exposure at any time exceed the Total Revolving Credit Commitment at such time or (C) the aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving Credit Commitments in effect at such time. Swingline Loans may only be made as ABR Loans. (iii) With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower, the Swingline Lender (by request to the Administrative Agent) or Administrative Agent at any time may, in its sole discretion, on one Business Day's notice, require each Revolving Credit Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of all Term this Section 2.01(c), to make a Revolving Loan (which shall be funded as an ABR Loan) in an amount equal to such Lender's Applicable Percentage of the amount of the Swingline Loans ("Refunded Swingline Loans") outstanding on the date notice is given which the Swingline Lender requests the Lenders to prepay. (iv) In the case of Revolving Loans made by Lenders other than the Swingline Lender under the immediately preceding paragraph (iii), each such Term Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the office of the Administrative Agent located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, not exceed later than 1:00 p.m., New York City time, on the Business Day next succeeding the date such Term notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Lender (and not to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the Swingline Lender’s Term Commitment. Term 's Applicable Percentage of the Refunded Swingline Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.shall

Commitments. (a) Subject to the terms and conditions hereof and in the Orders, each Lender agrees to (i) following the Interim Order Entry Date and upon the satisfaction of the conditions to Borrowing set forth hereinin Sections 3.1 and 3.4, each Revolving Lender severally agrees make a term loan to make revolving credit loans denominated the Borrower in a single Borrowing on the Closing Date in a principal amount in Dollars not to exceed such Lender’s Initial Commitment (each the “Initial Loan”), (ii) upon the satisfaction of the conditions to Borrowing set forth in Sections 3.2 and 3.4, make a term loan to the Borrower in a single Borrowing, on the sixth (6th) Business Day following the Final Order Deadline, unless the Final Order Entry Date has occurred prior to such loansixth (6th) Business Day, in a principal amount in Dollars not to exceed such Lender’s Supplemental Initial Commitment (the “Revolving Credit Supplemental Initial Loan”) and (iii) following the Final Order Entry Date and upon the satisfaction of the conditions to Borrowing set forth in Sections 3.3 and 3.4, to make additional delayed draw term loans to the Borrower from time to time, on any Business Day time during the Availability Periodperiod commencing on the Final Order Entry Date and ending on the Delayed Draw Commitment Termination Date (but in any event, not more frequently than once per week) (the “Delayed Draw Loans”) in an aggregate principal amount for all such Borrowings under this clause (iii) not to exceed at such Lender’s Delayed Draw Commitment. Following the making of the Initial Loan by a Lender, the Initial Commitment of such Lender shall terminate, and following the making of the Supplemental Initial Loan by a Lender, the Supplemental Initial Commitment of such Lender shall terminate. Following the making of any time outstanding Delayed Draw Loans by a Lender, the Delayed Draw Commitment of such Lender shall be reduced by the amount of such Revolving Delayed Draw Loans so made. To the extent not terminated earlier, each Lender’s Revolving Credit Commitment; providedSupplemental Initial Commitment and Delayed Draw Commitment shall terminate immediately and without further action on the Termination Date. Once funded, howevereach Initial Loan, that after giving effect to any Revolving Credit BorrowingSupplemental Initial Loan and Delayed Draw Loan shall be a “Loan”, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments a “New-Money Loan” and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, a “Term Loan” for all purposes under this Agreement and subject to the other terms Credit Documents. Amounts borrowed, deemed borrowed or exchanged under ‎Section 2.1(a) and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, : (a) each Revolving Lender severally with a Term B Loan Commitment agrees to make revolving credit loans denominated Term B Loans in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, Borrowers on any Business Day during the Availability Period, Closing Date in an aggregate principal amount not to exceed at any time outstanding the amount its Term B Loan Commitment, (b) each Lender with a Revolving Facility Commitment of a Class agrees to make Revolving Facility Loans of such Class to the Borrowers from time to time during the Availability Period for such Class of Revolving Facility in Dollars in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Commitment; provided, however, that after giving effect to any Exposure of such Class exceeding such Lender’s Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Facility Commitment of such Class and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Lender shall not exceed Facility Commitments under such Class of Revolving Lender’s Revolving Credit CommitmentFacility. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans; (c) each Lender having an Incremental Term Lender severally agrees Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a single loan Incremental Term Loans to the Borrower on the Restatement Effective Date Borrowers, in an aggregate principal amount not to exceed such its Incremental Term Lender’s Term Loan Commitment; provided, however, that after giving effect to any such Term Borrowing, ; (xd) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility amounts borrowed under Section 2.01(a) and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “"Dollar Revolving Credit Loan”Loans") to the Borrower from time to time, on any Business Day time during the Availability Period, Commitment Period in an aggregate principal amount not to exceed at any one time outstanding which, when added to such Lender's Revolving Percentage of the amount Outstanding Committed Extensions of such Revolving Lender’s Revolving Credit Commitment; providedCredit, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit 's Commitment. Within The Borrower shall not request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the limits Total Outstanding Extensions of each Credit shall exceed the Total Commitments then in effect. During the Commitment Period, the Borrower may use the Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Xxxxxx’s Revolving Credit CommitmentLoans in whole or in part, and subject to all in accordance with the other terms and conditions hereof, . The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Borrower may borrow under this Section 2.01, prepay under Section 2.06, Commitments of the Lenders are several and reborrow under this Section 2.01no Lender shall be responsible for any other Lender's failure to make Dollar Revolving Loans as required. The Dollar Revolving Credit Loans may from time to time be Base Rate Loans, Daily SOFR Eurocurrency Loans or Term SOFR ABR Loans, as further provided hereindetermined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18. (b) The Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the earlier of the Termination Date and the date on which the Dollar Revolving Loans shall become due and payable in accordance with Section 7. (c) Subject to the terms and conditions set forth hereinhereof (including, without limitation, Section 2.31), each Term Multicurrency Lender severally agrees agrees, from time to time during the Commitment Period, to make a single loan revolving credit loans denominated in one or more Foreign Currencies ("Multicurrency Loans") to the Borrower in an aggregate principal amount (based on the Restatement Effective Date in an amount not to exceed Dollar Equivalent of such Term Lender’s Term Commitment; provided, however, that after giving effect to Multicurrency Loans) at any such Term Borrowing, one time outstanding which (xa) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Multicurrency Lender’s Term 's Multicurrency Subcommitment and (b) when added to such Lender's Revolving Percentage of the Outstanding Committed Extensions of Credit, shall not exceed such Lender's Commitment. Term The Borrower shall not request and no Multicurrency Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan (i) the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the Dollar Equivalent of the aggregate outstanding Multicurrency Loans that are repaid or prepaid shall exceed the Multicurrency Sublimit. During the Commitment Period, the Borrower may not be reborrowed. Term Loans may be Base Rate borrow, prepay and reborrow Multicurrency Loans, Daily SOFR in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans or Term SOFR shall be Eurocurrency Loans, as further provided herein. (d) The Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the earlier of the Termination Date and the date on which the Multicurrency Loans shall become due and payable in accordance with Section 7.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make under the Revolving Credit Facility, Revolving Loans to the Borrowers, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the relevant Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof in an aggregate principal amount at any time outstanding that will not result in any Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Revolving Loans by each Revolving Borrower regardless of which Borrower received the proceeds thereof. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally agrees and not jointly, to make revolving credit term loans denominated in Dollars (each such loan, loan a “Revolving Credit Delayed Draw Term Loan”) to the Borrower Borrowers from time to time, on any Business Day during time prior to the Availability PeriodDelayed Draw Term Loan Commitment Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Delayed Draw Term Loan Commitment; provided, however, that after giving effect to any Revolving Credit Delayed Draw Term Loan Borrowing, (i) the Total Revolving Outstandings total Delayed Draw Term Loans of all Lenders shall not exceed the Aggregate Revolving aggregate Delayed Draw Term Loan Commitments in effect at such time and (ii) the Revolving Credit Exposure portion of such Revolving the outstanding Delayed Draw Term Loans of any Lender shall not exceed such Revolving Lender’s Revolving Credit CommitmentDelayed Draw Term Loan Commitment at such time. Within the limits Any principal amount of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or any Delayed Draw Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, Loan that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are is repaid or prepaid may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Delayed Draw Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinby each Borrower regardless of which Borrower received the proceeds thereof.

Commitments. (a) Subject to the terms and conditions set forth herein, : (a) each Initial Term Lender agrees to make Initial Term Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Lender agrees, severally agrees and not jointly, to make revolving credit loans denominated Revolving Loans of a Class in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Revolving Lender’s Revolving Credit Commitment; providedExposure of such Class exceeding such Revolving Lender’s Revolving Commitment of such Class, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Class exceeding the total Revolving Lender shall not exceed Commitments of such Revolving Lender’s Class, or (iii) the Revolving Credit CommitmentExposure exceeding $250,000,000 on the Closing Date. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans, (c) each Term Lender having an Incremental Commitment agrees, severally agrees and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a single loan Incremental Loans to the Borrower on the Restatement Effective Date Borrower, in an aggregate principal amount not to exceed such Term Lender’s Term its Incremental Commitment; provided, however, that after giving effect to any such Term Borrowing, and (xd) the aggregate Outstanding Amount full amount of all the Initial Term Loans shall not exceed must be drawn in a single drawing on the Term Facility Closing Date and (y) the Outstanding Amount amounts of all such Initial Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Revolving Lender severally severally, and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a the “Initial Revolving Credit LoanLoans”) to the Borrower in Dollars at any time and from time to timetime on and after the Closing Date, on any Business Day during and until the Availability Period, in an aggregate amount not to exceed at any time outstanding earlier of the amount Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, Revolving Loans may consist of ABR Loans, Term Benchmark Loans (or, if after the Borrower may borrow under this Section 2.01effectiveness of a Benchmark Replacement, prepay under Section 2.06RFR Loans), or a combination thereof, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loansborrowed, Daily SOFR Loans or Term SOFR Loanspaid, as further provided hereinrepaid and reborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. (a1) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at any time after the Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,425,000,000. Term Loans may at the option of the Borrowers be incurred and maintained as, and/or converted into ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, Term Loans shall only be available in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make revolving credit loans Revolving Credit Loans denominated in Dollars any Available Currency to the Borrowers from its applicable lending office (each such loaneach, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any of the foregoing such Revolving Credit Borrowing, Loans (A) shall be made available in an aggregate principal amount not to exceed (i) $150,000,000 at any time and from time to time on and after the Total Closing Date and prior to the Delayed Draw Closing Date (or if none, the Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Credit Maturity Date) and (ii) $200,000,000 at any time and from time to time on and after the Delayed Draw Closing Date and prior to the Revolving Credit Exposure Maturity Date, (B) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (C) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits Exposure in respect of each any Class of Revolving XxxxxxLoans at such time exceeding such Revolving Credit Lender’s Revolving Credit CommitmentCommitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and subject to the other terms and conditions hereofapplication of the proceeds thereof, result at any time in the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans (w) denominated in Dollars may be Base Rate Loans, Daily SOFR Loans ABR or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans denominated in euros, shall not exceed the Term Facility and be EURIBOR Rate Loans, (y) denominated in Sterling, shall be XXXXX Loans and (z) denominated in any other Available Currency, shall be rate designated with respect to such Available Currency at the Outstanding Amount time such Available Currency is approved by the Administrative Agent and the Revolving Credit Lenders. Automatically upon the occurrence of the Delayed Draw Closing Date, the Delayed Revolving Credit Commitments shall constitute an increase to the Revolving Credit Facility and shall be added to (and constitute a part of, be of the same Class as and have the same terms as) the Initial Revolving Credit Commitments, and shall be added to each Borrowing of outstanding Revolving Loans and Letters of Credit on a pro rata basis (based on the relative sizes of such Borrowings), so that each Revolving Credit Lender providing such Delayed Revolving Credit Commitments will participate proportionately in each outstanding Borrowing thereunder. The Administrative Agent is hereby authorized to take all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans actions as may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided reasonably necessary and to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

Commitments. (a) Subject to the terms and conditions set forth herein and in Amendment No. 2, (i) each Initial Term A Lender severally, and not jointly, agrees to make initial term A loans to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the Amendment No. 2 Closing Date in Dollars in a principal amount not to exceed its Initial Term A Loan Commitment, (ii) each Initial Term B Lender severally, and not jointly, agrees to make Replacement Term B Loans (as defined in Amendment No. 1) to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the 2018 Replacement Term B Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iii) each Initial Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers (or any Borrower) in Dollars or any applicable Alternate Currency at any time and from time to time on and after the Amendment No. 2 Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Term A Loans and Initial Term B Loans may not be re-borrowed. (b) Subject to the terms and conditions expressly set forth herein and in Amendment No. 2, each Revolving Delayed Draw Term A Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, Borrowers on any Business Day during the period from the Business Day immediately following the Amendment No. 2 Closing Date through the Delayed Draw Term A Commitment Termination Date (such period, the “Delayed Draw Term Loan Availability Period, ”) one or more Borrowings denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Delayed Draw Term A Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Delayed Draw Term A Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.06, 2.01(b) and reborrow under this Section 2.01repaid or prepaid may not be re-borrowed. Revolving Credit Each Borrowing consisting of a Borrowing of Delayed Draw Term A Loans may made on the applicable Delayed Draw Term A Loan Funding Date shall be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinin a minimum principal amount of $5,000,000 and in increments of $1,000,000 in excess thereof. (bc) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrowers, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment (it being understood and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loansagreed, as further provided hereindescribed in the definition of the term “Class” set forth herein that, upon the funding of any Delayed Draw Term A Loans hereunder, such Delayed Draw Term A Loans and the other Term A Loans shall constitute a single Class of Term A Loans hereunder).

Commitments. (a) Subject to the terms and conditions hereof, each Tranche B Term Loan Lender severally agrees with the Borrower that on the Closing Date the Existing Tranche B Term Loans will continue as term loans hereunder having the terms set forth hereinherein (the “Tranche B Term Loans”) in an amount for each Tranche B Term Loan Lender not to exceed the amount of the Tranche B Term Loan Commitment of such Lender. The Tranche B Term Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.13. (b) During the Delayed Draw Term Commitment Period, subject to the terms and conditions hereof, each Revolving Lender holding a Delayed Draw Term Commitment severally agrees to make revolving credit term loans denominated in Dollars (each such loan, a the “Revolving Credit LoanDelayed Draw Dollar Loans”) and/or term loans denominated in Euros (the “Delayed Draw Euro Loans”) in accordance with this Section 2.2(b) to the Borrower from time in the aggregate amount up to time, but not exceeding such Lender’s Delayed Draw Term Commitment. The Borrower may make a single borrowing on any Business Day a single date under the Lenders’ collective Delayed Draw Term Commitments during the Availability Period, in an aggregate amount not to exceed at any time outstanding Delayed Draw Term Commitment Period (the amount date of such Revolving borrowing, the “Delayed Draw Funding Date”). Each Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, Delayed Draw Term Commitment shall (i) reduce to zero immediately after the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments borrowing of Delayed Draw Term Loans pursuant to this Section 2.1 and (ii) terminate immediately and without further action on the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit CommitmentDelayed Draw Termination Date. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit The Delayed Draw Dollar Loans may from time to time be Eurocurrency Loans or Base Rate Loans and Delayed Draw Euro Loans may from time to time be Euribo Rate Loans or Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject determined by the Borrower and notified to the terms Administrative Agent in accordance with Sections 2.2 and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein3.3.

Commitments. (a) [Reserved] (i) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having a Revolving Lender Credit Commitment severally agrees to make revolving credit a loan or loans denominated in Dollars (each such loan, a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Parent Borrower on behalf of the Borrowers, which Revolving Credit Loans (A) shall be made at any time and from time to time prior to the Final Maturity Date, (B) may, at the option of the Parent Borrower on behalf of the Borrowers be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, on after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any Business Day during time in the Availability Periodaggregate amount of the Lenders’ Revolving Exposures at such time exceeding the lesser of the Borrowing Base and the Total Revolving Credit Commitment, in an aggregate amount each case as then in effect (subject to Section 2.1(e)). (ii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Final Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Parent Borrower on behalf of the Borrowers, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Swingline Commitment; provided, however(iv) shall not, that after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Borrowing, (i) Exposures at such time exceeding the lesser of the Borrowing Base and the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Credit Commitment then in effect and (iiv) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. repaid and reborrowed in accordance with the provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the earlier of (a) 15 Business Days after such Swingline Loan is initially Borrowed and (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein: (i) each Lender with an Initial U.S. Term Loan Commitment made, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loanand not jointly, a “Revolving Credit Loan”) U.S. Term Loan to the U.S. Borrower from time to time, on any Business Day during the Availability PeriodClosing Date, in an aggregate principal amount equal to its Initial U.S. Term Loan Commitment. Amounts paid or prepaid in respect of U.S. Term Loans made on the Closing Date may not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and be reborrowed. (ii) each Lender with an Additional U.S. Term Loan Commitment agrees, severally and not jointly, to make a U.S. Term Loan to the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit U.S. Borrower on the Restatement Date, in an aggregate principal amount equal to its Additional U.S. Term Loan Commitment. Within Amounts paid or prepaid in respect of U.S. Term Loans made on the limits of Restatement Date may not be reborrowed. (iii) each Revolving Xxxxxx’s Revolving Credit CommitmentLender with a Cayman Term Loan Commitment made, severally and subject not jointly, Cayman Term Loan to the other terms and conditions hereofCayman Borrower on the Closing Date, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01in an aggregate principal amount equal to its Cayman Term Loan Commitment. Revolving Credit Amounts paid or prepaid in respect of Cayman Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject Each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth hereinherein and in the applicable Incremental Assumption Agreement, each Term Lender severally agrees to make a single loan Incremental Term Loans to the U.S. Borrower on the Restatement Effective Date or Cayman Borrower, as applicable, in an aggregate principal amount not to exceed such its Incremental Term Lender’s Term Loan Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount . Amounts paid or prepaid in respect of all Incremental Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. . (c) Each Lender with an Incremental Revolving Credit Commitment agrees, severally and not jointly, to make Incremental Revolving Loans to the U.S. Borrower or Cayman Borrower, as applicable, at any time and from time to time on or after the date of effectiveness of the Incremental Revolving Commitment, and until the earlier of the Incremental Revolving Credit Maturity Date and the termination of the Incremental Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. (d) Notwithstanding any provision to the contrary herein, following the Restatement Date and the funding of the Additional U.S. Term Loans may pursuant to this Agreement (i) the terms of the Additional U.S. Term Loans shall be Base Rate the same as the terms of the Initial Term Loans, Daily SOFR and the Additional U.S. Term Loans or shall constitute one tranche with, and be the same Class of U.S. Term SOFR LoansLoans as, as further provided hereinthe Initial U.S. Term Loans made pursuant to Section 2.01(a)(i) of this Agreement, (ii) each reference in this Agreement to “U.S. Term Loan Commitment” shall include the Additional U.S. Term Loan Commitment and (iii) each reference to “Lender” shall include the Lenders signatory to this Agreement, in each case, unless the context shall require otherwise.

Commitments. (a) Subject to the terms and conditions set forth herein, : (a) (i) each Revolving Continuing Term Lender severally agrees to continue its Existing Term Loans under the Previous Credit Agreement as Initial Term B Loans under this Agreement made to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term B Loan Commitment and (ii) each Additional Term Lender agrees to make revolving credit loans denominated Initial Term B Loans to the Borrower on the Closing Date in Dollars an amount not to exceed such Additional Term Lender’s Initial Term B Loan Commitment. Following the making or continuation thereof, as applicable, on the Third Amendment Effective Date, the New 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Amendment Effective Date, the New Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Fourth Amendment Effective Date, the Repriced 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Fifth Amendment Effective Date, the Extended 2025 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Sixth Amendment Effective Date, the Extended 2023 Revolving Loans shall constitute Revolving Facility Loans, as applicable, in all respects. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed; (b) each such loan, a “Lender agrees to make Revolving Credit Loan”) Facility Loans to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Revolving Lender’s Revolving Facility Credit Commitment; provided, however, that after giving effect to any Exposure exceeding such Lender’s Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and Facility Commitment or (ii) the Revolving Facility Credit Exposure of such exceeding the total Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit CommitmentFacility Commitments. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; (c) each Term Synthetic L/C Lender severally agrees to make a single loan continue its Credit-Linked Deposit under the Previous Credit Agreement as Credit-Linked Deposit under this Agreement on the Closing Date; and (d) each Lender having an Incremental Term Loan Commitment agrees, subject to the Borrower on terms and conditions set forth in the Restatement Effective Date applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed such its Incremental Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Loan Commitment. Term Loans that are Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) (1) Subject to and upon the terms and conditions herein set forth hereinforth, each Revolving Lender having an Initial Term Loan Commitment severally agrees to make revolving credit a loan or loans denominated in Dollars (each such loaneach, a an “Revolving Credit Initial Term Loan”) to the Borrower from time to timeBorrowers on the Closing Date, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings which Initial Term Loans shall not exceed for any such Lender the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure Initial Term Loan Commitment of such Revolving Lender and in the aggregate shall not exceed such Revolving Lender’s Revolving Credit Commitment$1,072,500,000. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Delayed Draw Term Lender Loan Commitment severally agrees to make a single loan or loan (each, an “Delayed Draw Term Loan”) to the Borrower on Borrowers at anytime after the Restatement Effective Delayed Draw Closing Date in an amount not to exceed such up until the Delayed Draw Term Lender’s Term Commitment; providedLoan Commitment Termination Date, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Facility Loan Commitment of such Lender and in the aggregate shall not exceed $1,425,000,000. Such Term Loans (yi) may at the Outstanding Amount option of the Borrowers be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans that are of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans may shall be Base Rate Loansrepaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, Daily SOFR all then unpaid Delayed Draw Term Loans or shall be repaid in full in Dollars. For the avoidance of doubt, Term SOFR Loans, as further provided hereinLoans shall only be available in Dollars.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein[Reserved]. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Term Revolving Credit Lender agrees, severally agrees and not jointly, to make a single loan Revolving Loans to (i) prior to the Borrower Fifth Amendment Effective Date, the Administrative Borrower, and (ii) from and after the Fifth Amendment Effective Date, the Borrowers, on a joint and several basis as between the Restatement Borrowers, at any time and from time to time on or after the Original ClosingSixth Amendment Effective Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment agrees, severally and not jointly, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrowers, on a joint and several basis as between the Borrowers, in an aggregate principal amount not to exceed such its Incremental Term Lender’s Term Loan Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount . Amounts paid or prepaid in respect of all Incremental Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term . (d) Notwithstanding anything in this Agreement to the contrary, no more than seven (7) Classes of Loans may and seven (7) Classes of Commitments shall be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinoutstanding at any one time.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) on the June 2017 Effective Date, the June 2017 Term B Lenders agreed to make June 2017 Term B Loans to the Borrower in an aggregate principal amount of $2,095,000,000, subject to the terms and conditions in the June 2017 Incremental Assumption and Amendment Agreement, (b) on the November 2017 Effective Date, the November 2017 Term B Lenders agreed to make November 2017 Term B Loans to the Borrower in an aggregate principal amount of $800,000,000, subject to the terms and conditions in the November 2017 Incremental Assumption Agreement, (c) each Revolving Lender severally agrees to make revolving credit loans denominated Revolving Facility Loans of a Class in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Revolving Lender’s Revolving Facility Credit Commitment; provided, however, that after giving effect to any Exposure of such Class exceeding such Lender’s Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Lender shall not exceed Facility Commitments of such Revolving Lender’s Revolving Credit CommitmentClass. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (d) each Lender having an Incremental Term Lender severally agrees Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a single loan Incremental Term Loans to the Borrower on the Restatement Effective Date Borrower, in an aggregate principal amount not to exceed such its Incremental Term Lender’s Loan Commitment, (e) amounts of Term Commitment; provided, however, that after giving effect to any such Term BorrowingB Loans borrowed under Sections 2.01(a), (xb) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and or (yd) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. , and (f) from and after the November 2017 Effective Date, the June 2017 Term B Loans may and the November 2017 Term B Loans shall be Base Rate Loanstreated as a single “Class” and have the same terms and conditions for all purposes of this Agreement and the other Loan Documents, Daily SOFR Loans or Term SOFR Loansincluding all scheduled, as further provided hereinoptional and mandatory prepayments.

Commitments. (a) Subject Revolving Credit Commitments. During the Revolving Credit Commitment Period, subject to the terms and conditions set forth hereinhereof, each Revolving Lender severally agrees to make revolving credit loans denominated Revolving Loans to Company in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount up to but not to exceed at any time outstanding the amount of exceeding such Revolving Lender’s 's Revolving Credit Commitment; provided, however, that after -------- giving effect to the making of any Revolving Credit Borrowing, (i) Loans in no event shall the Total Utilization of Revolving Outstandings shall not Credit Commitments exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Commitments then in effect. Amounts borrowed pursuant to this Section 2.1(a)(i) may be repaid and reborrowed during the Revolving Credit CommitmentCommitment Period. Within the limits of each Revolving Xxxxxx’s Each Lender's Revolving Credit CommitmentCommitment shall expire on the Revolving Credit Commitment Termination Date and, subject to Section 2.14, all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be paid in full no later than such date. Delayed Draw Term Loan Commitments. During the Delayed Draw Term Loan Commitment Period, subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan Delayed Draw Term Loans to Company in the Borrower on the Restatement Effective Date in an aggregate amount up to but not to exceed exceeding such Lender's Delayed Draw Term Lender’s Term Loan Commitment; provided, however, that after giving effect to the making of any such Term Borrowing, (x) the aggregate Outstanding Amount of all Delayed Draw Term Loans in no -------- event shall not the Total Utilization of Delayed Draw Term Loan Commitments exceed the Delayed Draw Term Facility Loan Commitments then in effect. Any amount borrowed pursuant to this Section 2.1(a)(ii) and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are subsequently repaid or prepaid may not be reborrowed. Each Lender's Delayed Draw Term Loan Commitment shall expire on the Delayed Draw Term Loan Commitment Termination Date. Subject to Sections 2.12(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans may shall be Base Rate Loans, Daily SOFR Loans or paid in full no later than the Delayed Draw Term SOFR Loans, as further provided hereinLoan Maturity Date.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agrees, severally and not jointly, to make Initial Term Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount requested by the Borrower not to exceed such Lender’s Initial Term Commitment and (ii) each Initial Revolving Lender Lender, severally and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a “Initial Revolving Credit Loan”) Loans to the Borrower in Dollars or Euros, at any time and from time to time, time on any Business Day during and after the Availability Period, in an aggregate amount not to exceed at any time outstanding Closing Date and until the amount earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Lender’s Initial Revolving Credit Exposure shall not exceed such Lender’s Initial Revolving Credit Commitment; provided, howeverfurther, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans denominated in Euros, the Outstanding Amount of all Initial Revolving Loans in Euros does not exceed €15,000,000. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Loans denominated in Dollars may consist of ABR Loans, Eurocurrency Rate Loans, or a combination thereof, and may be borrowed, paid, repaid and reborrowed and (ii) the Revolving Credit Exposure Loans in denominated Euros shall consist of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Eurocurrency Rate Loans, Daily SOFR and may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Term Loans or Term SOFR Loans, as further provided hereinmay not be reborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Term Additional Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Additional Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Additional Lender as set forth in the applicable Refinancing Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. We hereby advise you of our commitment to provide to you, one business day prior to such Interest Payment Date or Special Redemption Date, respectively, in immediately available U.S. dollars, an amount equal to (i) with respect to any Interest Payment Date occurring in the period between the date hereof and the earlier of (a) Subject the date on which Escrow Conditions are satisfied and (b) the date of a Special Redemption, the accrued and unpaid interest owing to holders of the USD Notes pursuant to the terms of the Indenture and conditions set forth hereinthe USD Notes and payable on such Interest Payment Date, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) with respect to any Special Redemption Date, the Revolving Credit Exposure additional amount, that when taken together with the amount of funds held in the Escrow Account, will be sufficient to pay the Special Redemption Price (including accrued and unpaid interest owing to holders of the USD Notes pursuant to the terms of the Indenture and the USD Notes) payable on the Special Redemption Date. We will provide such Revolving Lender amount subject to receipt of a written request sent by you to us at our address set forth in Section 6 below at least one business day prior to the date when such amount is to be deposited. Such written request shall not exceed specify the account where such Revolving Lender’s Revolving Credit Commitmentamount shall be deposited. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and Our commitment hereunder is subject to the other condition that neither the Indenture nor the terms of the USD Notes are amended in any manner that would increase our payment obligations hereunder without our prior written consent. The parties hereto hereby acknowledge and conditions hereof, the Borrower may borrow under agree that this Section 2.01, prepay under Section 2.06Commitment Letter is not, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loansis not intended to be, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees a contract to make a single loan loan, or extend other debt financing or financial accommodations, to or for the Borrower on benefit of the Restatement Effective Date in an amount Escrow Issuer, or to issue a security of the Escrow Issuer, under Section 365(c)(2) of Title 11 of the United States Code (the “Bankruptcy Code”), and Energizer agrees not to exceed such Term Lender’s Term Commitment; providedraise, howeverand hereby waives, any argument or defense that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may this Commitment Letter cannot be reborrowedassumed and/or is not enforceable by the Escrow Issuer in a proceeding under the Bankruptcy Code under Section 365(c) thereof. Term Loans may Nothing herein shall constitute, or be Base Rate Loansconstrued as, Daily SOFR Loans or Term SOFR Loans, as further provided hereinan agreement by the Escrow Issuer to assume this Commitment Letter in a proceeding under the Bankruptcy Code pursuant to Section 365 thereof.

Commitments. (a) Subject to Each Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower from time to time, on any Business Day time during the Availability Commitment Period, and to purchase undivided interests and participations in Facility Letters of Credit in accordance with subsection 2.16 hereof, in an aggregate principal amount of Loans made by such Bank and of such Bank's Ratable Share of the Facility L/C Obligations not to exceed at any time outstanding the amount set forth in Schedule 1 hereto (such Bank's obligations to make Revolving Credit Loans and to purchase undivided interests and participations in Facility L/Cs in accordance with subsection 2.16 hereof in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Bank's "COMMITMENT"), subject to the limitations set forth in subsection 2.1(b) hereof. (b) The aggregate amount of Borrowing Base Indebtedness at any one time outstanding may not exceed the Borrowing Base, and no Revolving Credit Loan (or Swingline Loan) shall be made, nor shall any Facility L/C be issued, that would have the effect of increasing the then outstanding amount of the Borrowing Base Indebtedness to an amount exceeding such Borrowing Base, provided that a Revolving Credit Loan shall not be deemed to have increased the amount of the Borrowing Base Indebtedness if, and only to the extent that, the proceeds of such Revolving Lender’s Credit Loan are immediately used to repay a Swingline Loan. (c) No Revolving Credit Commitment; providedLoans shall be made at any time that any Swingline Loan is outstanding, however, that after giving effect to any except for Revolving Credit BorrowingLoans that are used, (i) on the Total Revolving Outstandings shall not exceed day on which made, to repay in full the Aggregate Revolving Commitments outstanding principal balance of the Swingline Loans. During the Commitment Period and (ii) the as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within Loans, all in accordance with the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (bd) Subject to the terms and conditions of this Agreement (including the limitations on the availability of Eurodollar Rate Loans and including the termination of the Aggregate Commitment as set forth hereinin Section 9 hereof), each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Revolving Credit Loans may from time to time be Base (i) Eurodollar Rate Loans, Daily SOFR Loans or Term SOFR (ii) ABR Loans, or (iii) a combination thereof, as further determined by Borrower and notified to Agent in accordance with subsection 2.3 hereof, provided herein(a) that no Revolving Credit Loan shall be made as a Eurodollar Rate Loan after the day that is one month prior to the last day of the Commitment Period, and (b) that the maximum number of Tranches that may be outstanding at any one time as Revolving Credit Loans may not exceed eight in the aggregate.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower from time to time, on any Business Day during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (a) such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, Exposure exceeding such Xxxxxx’s Revolving Commitment or (b) the total Revolving Credit Exposures exceeding the Total Revolving Commitments. Within the foregoing limits and subject to the other terms and conditions hereofset forth herein, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, repay and reborrow under this Section 2.01. the Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth hereinherein and in the applicable Term Loan Amendment, each Term Lender with a Term Commitment as set forth in such applicable Term Loan Amendment severally agrees to make a single loan Term Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount that will not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) result in the aggregate Outstanding Amount amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans Loan made by such Term Lender shall not exceed hereunder exceeding such Term Lender’s Term Commitment. Subject to the foregoing limitations and the other provisions of this Agreement, once borrowed, the Borrower may not reborrow any portion of the Term Loans that are has been repaid or prepaid may prepaid, whether in whole or in part. Upon any funding of any Term Loan hereunder by any Xxxx Xxxxxx, such Xxxx Xxxxxx’s Term Commitment shall terminate immediately and without further action. Notwithstanding anything to the contrary herein, the Term Commitments that are funded on any Term Loan Facility Closing Date shall be terminated upon such funding and, if the Total Term Commitments as of such Term Loan Facility Closing Date are not drawn on such Term Loan Facility Closing Date, any Term Commitments in respect of the undrawn amount shall automatically be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinterminated.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving Initial Term A Lender severally severally, and not jointly, agrees to make revolving credit initial term A loans denominated to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the Closing Date in Dollars (each such loan, in a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed its Initial Term A Loan Commitment, (ii) each Initial Term B Lender severally, and not jointly, agrees to make initial term B loans to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iii) each Initial Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers (or any Borrower) in Dollars or any applicable Alternate Currency at any time outstanding and from time to time on and after the amount Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and re-borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Amounts paid or prepaid in respect of the Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinre-borrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrowers, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower at any time and from time to timetime from the Effective Date to the Maturity Date, on any Business Day during or until the Availability Periodearlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed of Revolving Loans at any time outstanding not to exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and ; (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Loan A Lender severally agrees to make a single loan Term Loan A to the Borrower on the Restatement Effective Date in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Loan A Commitment; (iii) each Term Loan A-1 Lender severally agrees to make a Term Loan A-1 to the Borrower on the Effective Date in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A-1 Commitment; provided, however, that after giving effect and (iv) each Term Loan B Lender severally agrees to any make a Term Loan B to the Borrower on the Effective Date in an aggregate principal amount not to exceed the amount of such Lender’s Term Borrowing, Loan B Commitment. (xb) Notwithstanding the foregoing, (i) the aggregate Outstanding Amount principal amount of all Term Revolving Loans outstanding at any time to the Borrower shall not exceed the Term Facility difference between (A) the then current Availability, and (yB) the Outstanding Amount aggregate Letter of all Term Loans made by such Term Credit Obligations; (ii) the Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender shall not exceed such automatically and permanently be reduced to zero on the Maturity Date; (iii) within the foregoing limits, the Borrower may borrow, repay and reborrow Revolving Loans, on or after the Effective Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein; and (iv) any principal amount of the Term Lender’s Loan A, the Term Commitment. Loan A-1 or the Term Loans that are Loan B which is repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to each Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Borrower Revolving Credit Maturity Date, (ii) may, at the option of such Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or SOFR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in accordance with the provisions hereof and shall be repaid in full on the Restatement Effective Date Revolving Credit Maturity Date, (iv) for any such Lender at any time, (A) shall not result in an amount not to exceed such Term Lender’s Term Commitment; providedRevolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, however(B) shall not result in the aggregate Holdings Revolving Credit Exposure of all Lenders exceeding the Holdings Sublimit, that (C) shall not result in the aggregate ITC Midwest Revolving Credit Exposure of all Lenders exceeding the ITC Midwest Sublimit, (D) shall not result in the aggregate ITC Great Plains Revolving Credit Exposure of all Lenders exceeding the ITC Great Plains Sublimit, (E) shall not result in the aggregate METC Revolving Credit Exposure of all Lenders exceeding the METC Sublimit, (ix) shall not result in the aggregate ITCTransmission Revolving Credit Exposure of all Lenders exceeding the ITCTransmission Sublimit, and (x) after giving effect thereto and to the application of the proceeds thereof, shall not result at any such Term Borrowing, (x) time in the aggregate Outstanding Amount amount of all Term the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $1,000,000,000. (b) Each Borrower shall use the Letters of Credit and the proceeds from the Revolving Credit Loans shall not exceed and Swingline Loans for (i) refinancing the Term Facility Specified Existing Indebtedness on the Closing Date, and (yii) general corporate purposes of such Borrower and its respective Subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of the Outstanding Amount foregoing, none of all Term the proceeds from Revolving Credit Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Swingline Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinused to finance any Hostile Take-Over Bid.

Commitments. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loaneach, a “Revolving Credit Loan”) to the Borrower Borrowers from time to time, on any Business Day during but not more frequently than once per day, until the Availability Periodearlier of (i) the occurrence of an Event of Default or (ii) April 16, in an aggregate amount 2015 (the earlier of which to occur referred to herein as the “Termination Date”), not to exceed at any time the aggregate outstanding principal amount of the Loans on the Amendment Effective Date (an amount equal to $[ ] as of the date of execution of the First Amendment) (the “Amendment Date Balance”), plus an amount equal to the amount of advances set forth in the Budget after the Amendment Effective Date (an amount equal to $[ ] as of the date of the execution of the First Amendment) (the “Post-Amendment Line”, and together with the Loans that comprise the Amendment Date Balance, the “Facility”), the proceeds of which shall be used only for expenses (“Budgeted Expenses”) permitted to be paid by Borrowers in compliance with the Budget. After the occurrence of the Amendment Effective Date, the Lender shall send Borrowers and Guarantors a notice that sets forth the Amendment Effective Date and the final amounts of the Amendment Date Balance and the Post-Amendment Line (the “Effective Date Notice”). The Amendment Effective Date and the amounts of the Amendment Date Balance and the Post-Amendment Line set forth in the Effective Date Notice shall be final and determinative of the Amendment Effective Date and the amounts of the Amendment Date Balance and the Post-Amendment Line that shall be binding upon Borrowers and Guarantors. Lender will deposit the proceeds of such Revolving Lender’s Revolving Credit CommitmentLoans for Budgeted Expenses into the Cash Management Account; provided, however, that after giving effect Lender will not be obligated to make any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall such Loan if all applicable conditions precedent set forth in Sections 4.1 and 4.3 are not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving satisfied. The Loans made by Lender shall not exceed such Revolving Lender’s Revolving Credit Commitmentbe evidenced by one or more accounts or records maintained by Lender in the ordinary course of business. Within The accounts or records maintained by Lender shall be conclusive absent manifest error of the limits amount of each Revolving Xxxxxx’s Revolving Credit Commitmentthe Loans made by Lender to Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, and subject however, limit or otherwise affect the obligation of Borrowers hereunder to pay any amount owing with respect to the other outstanding borrowings. Upon the request of Lender, Borrowers shall execute and deliver to Lender a promissory note (the “Note”) in substantially the form attached as Exhibit A hereto, all terms of which are incorporated herein by this reference. Lender may attach schedules to its Note and conditions hereofendorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Upon the Borrower may borrow under this Section 2.01Roll-Up Funding Date, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject Lender made a Loan to Borrowers in the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an principal amount not to exceed such Term Lender’s Term Commitment; provided$36,500,000 to refinance the Pre- Petition Obligations, however, that after giving effect to any such Term Borrowing, which amount included all of the then outstanding Obligations and Indebtedness under and as defined in the Existing Credit Agreement (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein“Roll-Up”).

Commitments. (a) Subject to the terms and conditions set forth herein, (a)(i) subject to the terms and conditions set forth in the Third Amendment, each Initial Term Lender agrees to make (or is deemed to make) an Initial Term Loan denominated in dollars to the Borrower on the Third Amendment Effective Date in a principal amount not exceeding its Initial Term Commitment and (ii) subject to the terms and conditions set forth in the Fourth Amendment, each Fourth Amendment Term Lender agrees to make a Fourth Amendment Term Loan denominated in dollars to the Borrower on the Fourth Amendment Effective Date in a principal amount not exceeding its Fourth Amendment Term Commitment and (b) subject to the terms and conditions set forth in the Amendment and Restatement Agreement, each Revolving Lender severally agrees to make revolving credit loans Revolving Loans denominated in Dollars (each such loan, dollars or a “Revolving Credit Loan”) Permitted Foreign Currency to the Borrower from time to time, on any Business Day in each case during the Revolving Availability Period, in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Exposure exceeding such Lender’s Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed Commitment or the Aggregate Revolving Commitments and (ii) Exposure exceeding the Aggregate Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Initial Term Loans may be Base Rate Loans, Daily SOFR ABR Loans or Term SOFR Benchmark Loans, as further provided herein. (b) Subject . Within the foregoing limits and subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedmay borrow, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility prepay and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitmentreborrow Revolving Loans. Term Loans that are Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower from time to time, on any Business Day time during the Availability Period, Commitment Period in an aggregate principal amount not to exceed (i) at any one time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; providedwhich, however, that when added (after giving effect to any application of proceeds of such Loans pursuant to Section 2.3) to the sum of (A)to such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (B) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Commitment and (ii) that will not result in the Total Extensions of Credit Borrowingplus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitments. During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.20. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) The Borrower and any one or more Lenders and/or New Lenders may from time to time after the Closing Date agree that such Lender or New Lender or Lenders or New Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.1(c) or, in the case of each Lender, a Commitment Increase Supplement meeting the requirements of Section 2.1(d); provided that, (x) without the consent of the Required Lenders, the aggregate amount of incremental Commitments established or increased after the ClosingThird Amendment Effective Date pursuant to this paragraph shall not exceed $1,900,000,0001,000,000,000, and (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $25,000,000. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (b) unless, (i) on the Total Revolving Outstandings proposed date of the effectiveness of such increase, the conditions set forth in Section 5.2 shall not exceed be satisfied and the Aggregate Revolving Commitments Administrative Agent shall have received a certificate to that effect dated such date and executed by an authorized officer of the Borrower and (ii) the Revolving Credit Exposure Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and under Section 5.1(d). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity that is not a Lender which, with the consent of the Borrower and the Administrative Agent unless such New Lender is an Affiliate of a Lender (which consent of the Administrative Agent shall not be unreasonably withheld, delayed or conditioned), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of such Revolving Commitment increase, (ii) the aggregate amount of such Lender’s Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent, on each date upon which the Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16 in connection therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders. (f) The Borrower shall repay all outstanding Loans on the Termination Date, it being understood and agreed that in the event that the Termination Date is extended pursuant to Section 2.1(g), the Borrower shall only be required to repay the outstanding Loans of each non-extending Lender on the then-scheduled Termination Date (determined without giving effect to such requested extension) (unless the Loans and Commitments of such non-extending Lender are purchased by a replacement financial institution pursuant to Section 2.18 or otherwise assigned hereunder to a Lender which agrees to so extend the Termination Date). (g) The Termination Date with respect to the Commitments and the Loans may be extended annually, in the manner set forth in this Section 2.1(g), in each case for a period of one year measured from the latest Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Closing Date and not less than 30 days prior to the Termination Date then in effect (provided that the Borrower may not make more than one such request in any one year). The Administrative Agent shall promptly notify each Lender of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Administrative Agent within 10 days of receipt of such request. Subject to the execution by the Borrower, the Administrative Agent and such Lender of a duly completed Extension Agreement, the Termination Date applicable to the Commitment and the Loans of each Lender so affirmatively notifying the Borrower and the Administrative Agent shall be extended for a period of one year from the latest Termination Date then in effect; provided that (x) no Termination Date of any Lender shall be extended unless Lenders having at least 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments, (y) on the date of any such extension of the Termination Date, each of the representations and warranties made by any Loan Party in the Loan Documents or any notice or certificate delivered in connection therewith shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date and (z) no Termination Date of any Lender shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Lender which does not exceed give such Revolving Lender’s Revolving Credit notice to the Borrower and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on the then-scheduled Termination Date (determined without giving effect to such requested extension). The Borrower, at its discretion, will have the right at any time pursuant to Section 2.18 to seek a substitute Eligible Assignee for any Lender which does not elect to extend its Commitment. Within Following any such extension, the limits L/C Obligations shall continue to be held ratably among the Lenders, but on the Termination Date as applicable to any non-extending Lender, the L/C Obligations of each Revolving Xxxxxx’s Revolving Credit Commitmentsuch non-extending Lender shall be ratably reallocated, and subject to the other terms extent of the Available Commitments of the extending Lenders, to the extending Lenders (without regard to whether the conditions set forth in Section 5.2 can then be satisfied) and conditions hereofthe Borrower shall cash collateralize the balance of such L/C Obligations in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender (but in no event in an amount greater than the difference, if positive, of outstanding L/C Obligations of non-extending Lenders less the amount of L/C Obligations of non-extending Lenders reallocated to extending Lenders as provided in this section). Notwithstanding anything to the contrary contained in this section, the Borrower may borrow under not effectuate an extension of the Termination Date more than fourfive times during the term of this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAgreement. (bh) Subject to the terms The provisions of Section 2.1(f) and conditions set forth hereinSection 2.1(g) shall supersede any contrary provisions in Section 2.13, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility Section 10.1 and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.Section 10.7

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth: (i) on the Closing Date, each Revolving Lender severally and not jointly agrees to make revolving credit loans denominated an Initial Term Loan in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time in the aggregate principal amount equal to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Initial Term Loan Commitment; provided. Such Initial Term Loans (A) may, howeverat the option of the Borrower, that after giving effect to any Revolving Credit Borrowingbe incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans and (iB) may be prepaid in accordance with the Total Revolving Outstandings provisions hereof and shall not exceed be repaid in full on the Aggregate Revolving Commitments and Maturity Date. Upon a Lender’s funding of its Initial Term Loan, the Initial Term Loan Commitment of such Lender shall terminate. (ii) during the Revolving Credit Exposure Term Loan Availability Period, each Lender severally and not jointly agrees to make up to three (3) Delayed Draw Term Loans in Dollars to the Borrower in an aggregate principal amount collectively not to exceed the amount of such Revolving Lender’s Delayed Draw Term Loan Commitment. Such Delayed Draw Term Loans (A) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans and (B) may be prepaid in accordance with the provisions hereof and shall be repaid in full on the Maturity Date. Upon a Lender’s funding of any Delayed Draw Term Loans, the Delayed Draw Term Loan Commitment of such Lender shall not exceed terminate in an amount equal to such Revolving funded Delayed Draw Term Loans of such Lender’s Revolving Credit Commitment. Within Upon the limits occurrence of the Term Loan Availability Termination Date, the remaining Delayed Draw Term Loan Commitment of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinLender shall automatically terminate. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are Amounts repaid or prepaid in respect of the Loans may not be reborrowed. Term . (c) The Borrower shall use the proceeds from the Loans for general corporate purposes of the Borrower and its Subsidiaries; provided that, notwithstanding any of the foregoing, none of the proceeds from Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinused to finance any Hostile Take-Over Bid.

Commitments. (aA) As of the Effective Date, (x) after giving effect to (i) the amendments and restatements contemplated in Section 1.1(a), (ii) the conversions contemplated in Section 1.1(b), (iii) the payments contemplated in Section 1.1(c), and (iv) the additional Term Loan Commitments and Revolving Commitments contemplated hereunder and (y) prior to the making of any additional Loans hereunder, the amount of Term Loans, Term Loan Commitment, Revolving Loans and Revolving Commitment for each relevant Bank will be as set forth in Schedule I-A hereto. As of the Amendment No. 10 Effective Date, (x) after giving effect to the repayment of Loans and the reduction of the Revolving Commitments contemplated by Amendment No. 10, and (y) prior to making any subsequent Loans hereunder, the amount of Term Loans, Term Loan Commitment, Revolving Loans and Revolving Commitment for each relevant Bank will be as set forth in Schedule I-B hereto. (B) Subject to and upon the terms and conditions herein set forth hereinforth, each Revolving Lender Bank severally agrees to make revolving credit a loan or loans denominated in Dollars (together with the Existing Term Loans, Existing Revolving Loans and Swingline Loans, each such loanindividually a "Loan" and, a “Revolving Credit Loan”collectively, the "Loans") to the Borrower Borrower, which Loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Credit Facility, as set forth below: (a) Each additional Loan under the Term Loan Facility (together with the Existing Term Loans, each individually a "Term Loan" and, collectively, the "Term Loans") (i) shall be made pursuant to one drawing, which shall be on the Effective Date, (ii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Term Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and (y) no conversion into Eurodollar Loans may be effected prior to the Syndication Date, and (iii) shall not exceed for any Bank at the time of incurrence thereof on the Effective Date that aggregate principal amount which equals the Available Term Loan Commitment, if any, of such Bank on such date. Once repaid, Term Loans may not be reborrowed. (b) Each of the Loans (including, without limitation, the Existing Revolving Loans) under the Revolving Credit Facility (together with the Existing Revolving Loans, each individually a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time on and after the Effective Date and prior to the RL Expiry Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Revolving Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Date, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with such Bank's Adjusted RL Percentage, if any, of the sum of (x) the Letter of Credit Outstandings plus (y) the outstanding principal amount of Swingline Loans, in each case at such time, equals the Available Revolving Commitment, if any, of such Bank at such time. (C) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on or after the Effective Date and prior to the Swingline Termination Date, a loan or loans to the Borrower (each a "Swingline Loan," and collectively the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall have the benefit of the provisions of Section 1.2(B)(b), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any Business Day during time outstanding, when combined with the Availability Periodaggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and all Letter of Credit Outstandings at such time, the Adjusted Total Available Revolving Commitment then in an effect and (v) shall not exceed in aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that Maximum Swingline Amount. BTCo will not make a Swingline Loan after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, it has received written notice from the Borrower may borrow under this Section 2.01, prepay under Section 2.06, or the Required Banks that a Default or Event of Default exists and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, is continuing until such time as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, BTCo shall have received written notice of (x) the aggregate Outstanding Amount rescission of all Term Loans shall not exceed such notices from the Term Facility and party or parties originally delivering same or (y) the Outstanding Amount waiver of such Default or Event of Default by the Required Banks. (D) On any Business Day, BTCo may, in its sole discretion, give notice to the RL Banks (with an information copy to the Borrower, provided that the xxxxxxx to give such notice to the Borrower shall in no way affect the validity and effectiveness of such notice) that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.5), 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 Term Loans made by RL Banks pro rata based on each RL Bank's Adjusted RL Percentage, and xxx xxxceeds thereof shall be applied directly to repay BTCo for such Term Lender outstanding Swingline Loans; provided that for the purposes solely of such Mandatory Borrowing the conditions precedent set forth in Section 5.2 shall not exceed be applicable. Each RL Bank hereby irrevocably agrees to such Term Lender’s Term Commitment. Term Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that are repaid or prepaid the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RL Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the RL Banks to share in such Swingline Loans ratably based upon their rexxxxxxxx Adjusted RL Percentages, provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the RL Bank purchasing same from and after such date of purchase. (E) The aggregate principal amount of each Borrowing under a Facility shall not be less than the Minimum Borrowing Amount for such Facility (except that Mandatory Borrowings shall be made in the amounts required by Section 1.2(D)). Term Loans More than one Borrowing may be Base Rate incurred on any day, provided that at no time shall there be outstanding more than 10 Borrowings of Eurodollar Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject [Reserved]Subject to the terms and conditions set forth hereinherein and in Amendment No. 1, each Revolving Term Lender with an Initial Term Commitment severally agrees to make revolving credit loans a Term Loan to the Borrower denominated in Dollars on the Amendment No. 1 Effective Date in a principal amount equal to its Initial Term Commitment (the “Initial Term Loans”). (b) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender with an Initial Revolving Commitment severally agrees to make Revolving Loans in Dollars or one or more Alternative Currencies in an aggregate amount up to but not exceeding such loanLender’s Initial Revolving Commitment; provided that after giving effect to the making of any Revolving Loans (i) in no event shall the Total Utilization of Revolving Commitments exceed the Initial Revolving Commitments then in effect and (ii) in no event shall the Total Utilization of Alternative Currency Revolving Commitments exceed the Alternative Currency Sublimit. Amounts borrowed pursuant to this Section 2.01(b) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Initial Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Initial Revolving Loans and all other amounts owed hereunder with respect to the Initial Revolving Facility and the Initial Revolving Commitments shall be paid in full no later than such date. (c) During the Revolving Commitment Period, a “Revolving Credit Loan”) subject to the terms and conditions hereof, each Swingline Loan Lender agrees to make Swingline Loans in Dollars to the Borrower at any time or from time to timetime after the Closing Date to, on any Business Day during but not including, the Availability PeriodRevolving Commitment Termination Date, in an aggregate principal amount up to but not to exceed at any time outstanding exceeding the amount of such Revolving Swingline Loan Lender’s Swingline Loan Commitment; provided that after giving effect to such Swingline Loan, in no event shall (x) the Total Utilization of Revolving Credit CommitmentCommitments exceed the Initial Revolving Commitments then in effect or (y) the Outstanding Amount of all Swingline Loans exceed the Swingline Loan Commitment then in effect; provided, howeverfurther, that after giving effect to any such Swingline Loan, if the Outstanding Amount of all Swingline Loans of the Swingline Loan Lender, plus the aggregate Outstanding Amount of all Revolving Credit BorrowingLoans of, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure L/C Obligations issued by, such Swingline Loan Lender is in excess of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, such Swingline Loan shall be made at the Swingline Loan Xxxxxx’s sole discretion. Within such limits of time and amount and subject to the other terms and conditions hereofprovisions of this Agreement, the Borrower may borrow under borrow, repay and reborrow pursuant to this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.012.01(c). Revolving Credit Swingline Loans may shall be Base Rate Loans, Daily SOFR Loans or Term Daily Simple SOFR Loans, as further provided herein. (bd) Subject to the terms and conditions set forth hereinin any Incremental Facility Amendment or Refinancing Amendment providing for, as applicable, the making, exchange, renewal, replacement or refinancing of Loans or Commitments, each Term Lender party thereto severally agrees to make a single loan to the Borrower to, as applicable, make, exchange, renew, replace or refinance Loans or Commitments, as applicable, on the Restatement Effective Date date specified therein in an aggregate amount not to exceed the amount of such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, Commitment as further provided hereinset forth therein.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Multicurrency Lender severally agrees to make revolving credit loans (i) Multicurrency Revolving Committed Loans denominated in US Dollars or Designated Foreign Currencies to the US Borrowers, and (each such loan, a “ii) Multicurrency Revolving Credit Loan”Committed Loans denominated in US Dollars or Designated Foreign Currencies (other than Yen) to the Borrower Swiss Borrowers, in each case from time to time, on any Business Day time during the Revolving Availability Period, Period in an aggregate principal amount not to exceed at any time outstanding that will not result in (A) such Lender’s Multicurrency Revolving Exposure exceeding its Multicurrency Commitment, (B) the aggregate amount of such the Multicurrency Lenders’ Multicurrency Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, Exposures of all (i) the Total Multicurrency Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Committed Loans denominated in Designated Foreign Currencies made to US Borrowers and (ii) Swiss Revolving Committed Loans denominated in Designated Foreign Currencies, collectively for both (i) and (ii), exceeding the Designated Foreign Currency Sublimit, or (C) the aggregate amount of the Multicurrency Lenders’ Multicurrency Revolving Credit Exposure Exposures exceeding the aggregate amount of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinMulticurrency Commitments. (b) Subject to the terms and conditions set forth herein, each Term Yen Enabled Lender severally agrees to make a single loan (i) Yen Enabled Revolving Loans to the Borrower on Japanese Borrowers denominated in Yen and (ii) Yen Enabled Revolving Loans to the Restatement Effective Date US Borrowers denominated in US Dollars in an aggregate principal amount at any time outstanding that will not to exceed result in (A) such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, Yen Enabled Exposure exceeding its Yen Enabled Commitment or (xB) the aggregate Outstanding Amount amount of all Term the Lenders’ Yen Enabled Exposures exceeding the aggregate amount of the Yen Enabled Commitments. (c) Subject to the terms and conditions set forth herein, each Singapore Dollar Enabled Lender agrees to make (i) Singapore Dollar Enabled Revolving Loans shall not exceed to the Term Facility Singapore Borrowers denominated in Singapore Dollars and (yii) Singapore Dollar Enabled Revolving Loans to the US Borrowers denominated in US Dollars in an aggregate principal amount at any time outstanding that will not result in (A) such Lender’s Singapore Dollar Enabled Exposure exceeding its Singapore Dollar Enabled Commitment or (B) the Outstanding Amount aggregate amount of all Term Loans made by such Term Lender shall not exceed such Term the Lenders’ Singapore Dollar Enabled Exposures exceeding the aggregate amount of the Singapore Dollar Enabled Commitments. (d) Within the limits of each Lender’s Term Commitment. Term Loans that are repaid or prepaid , and subject to the other terms and conditions hereof, the Borrowers may not be reborrowed. Term Loans may be Base Rate Loansborrow under this Section 2.01, Daily SOFR Loans or Term SOFR Loansprepay under Section 2.11, as further provided hereinand reborrow under this Section 2.01.

Commitments. (a) Subject to the terms and express conditions set forth herein, (a) each applicable Term Lender severally agrees to make a Term Loan to the Borrower on the Closing Date in Dollars in an aggregate principal amount equal to its Term Commitment and (b) each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower from time to time, on any Business Day time during the Revolving Availability Period, Period in Dollars in an aggregate principal amount not to exceed at any time outstanding the amount of such that its Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall Exposure will not exceed the Aggregate its Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and express conditions hereofset forth herein, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, and reborrow under this Revolving Loans (without premium or penalty except as set forth in Section 2.012.16). Revolving Credit Amounts repaid or prepaid in respect of Term Loans may not be Base Rate reborrowed. The Term Commitments will terminate in full upon the making of the Loans referred to in clause (a) above. The Initial Term Loans funded on the Closing Date will be funded with original issue discount in an amount equal to 99.75% of the par principal amount #91301181v32 thereof (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of the Initial Term Loans and interest shall accrue on 100% of the principal amount of the Initial Term Loans, Daily SOFR Loans or Term SOFR Loans, in each case as further provided herein. (b) ). Subject to the terms and conditions set forth hereinhereof and of the First Incremental Credit Facility Amendment, each Term the 2019 Incremental Lender severally named in the First Incremental Credit Facility Amendment agrees to make a single loan 2019 Incremental Funding Term Loan to the Borrower in a single drawing on the Restatement Effective First Amendment Funding Date in Dollars and in an amount not to exceed such the amount of the 2019 Incremental Funding Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) Loan Commitment on the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term CommitmentFirst Amendment Funding Date. Term Loans that are Amounts repaid or prepaid in respect of 2019 Incremental Term Loans may not be reborrowed. The 2019 Incremental Funding Term Loan Commitment will terminate in full upon the drawing of the 2019 Incremental Funding Term Loans may on the First Amendment Funding Date referred to in clause (i) of the first sentence of this paragraph above. The 2019 Incremental Funding Term Loans funded on the First Amendment Funding Date will be Base Rate funded with original issue discount in an amount equal to 0.25% of the par principal amount thereof (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of the 2019 Incremental Term Loans and interest shall accrue on 100% of the principal amount of the 2019 Incremental Term Loans, Daily SOFR Loans or Term SOFR Loans, in each case as further provided herein).

Commitments. (a1) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at any time after the Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,425,000,000. Term Loans may at the option of the Borrowers be incurred and maintained as, and/or converted into ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, Term Loans shall only be available in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make revolving credit loans Revolving Credit Loans denominated in Dollars any Available Currency to the Borrowers from its applicable lending office (each such loaneach, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any of the foregoing such Revolving Credit Borrowing, Loans (A) shall be made available in an aggregate principal amount not to exceed (i) $150,000,000 at any time and from time to time on and after the Total Closing Date and prior to the Delayed Draw Closing Date (or if none, the Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Credit Maturity Date) and (ii) $200,000,000 at any time and from time to time on and after the Delayed Draw Closing Date and prior to the Revolving Credit Exposure Maturity Date, (B) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (C) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits Exposure in respect of each any Class of Revolving XxxxxxLoans at such time exceeding such Revolving Credit Lender’s Revolving Credit CommitmentCommitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and subject to the other terms and conditions hereofapplication of the proceeds thereof, result at any time in the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans (w) denominated in Dollars may be Base Rate Loans, Daily SOFR Loans ABR or Term SOFR Loans, as further provided herein, (x) denominated in euros, shall be EURIBOR Rate Loans, (y) denominated in Sterling, shall be XXXXX Loans and (z) denominated in any other Available Currency, shall be rate designated with respect to such AlternativeAvailable Currency at the time such AlternativeAvailable Currency is approved by the Administrative Agent and the Revolving Credit Lenders. Automatically upon the occurrence of the Delayed Draw Closing Date, the Delayed Revolving Credit Commitments shall constitute an increase to the Revolving Credit Facility and shall be added to (and constitute a part of, be of the same Class as and have the same terms as) the Initial Revolving Credit Commitments, and shall be added to each Borrowing of outstanding Revolving Loans and Letters of Credit on a pro rata basis (based on the relative sizes of such Borrowings), so that each Revolving Credit Lender providing such Delayed Revolving Credit Commitments will participate proportionately in each outstanding Borrowing thereunder. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary and to mark the Register accordingly to reflect the amendments and adjustments set forth herein. (bc) Subject to and upon the terms and conditions herein set forth hereinforth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrowers in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrowers, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Administrative Agent may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Administrative Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings), each Term Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrowers, without the consent of any other Person. (i) Subject to and upon the terms and conditions herein set forth, each Cashless Option Tranche B-2 Lender severally agrees to make exchange its Existing Tranche B-1 Term Loan for a single loan to like principal amount of Tranche B-2 Term Loans (or such lesser amount as determined by the Borrower Amendment No. 3 Arrangers) on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term CommitmentAmendment No. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.3

Commitments. (a) Subject to and upon the terms and conditions herein set forth, (i) each Lender having a Tranche B Term Loan Commitment severally agrees to make a loan (each a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the Borrower on the Closing Date in Dollars, which Tranche B Term Loan shall not exceed for any such Lender such Lender’s pro rata share of all Tranche B Term Loans to be made on the Closing Date (based on the percentage which such Lender’s Tranche B Term Loan Commitment represents of the Total Tranche B Term Loan Commitments of all Lenders); provided, that the aggregate principal amount of all Term Loans made on the Closing Date shall not exceed $850,000,000; and (A) Tranche B Term Loans may be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided that all such Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term Loans of the same Type, (B) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed and (C) shall not exceed in the aggregate the Total Tranche B Term Loan Commitment. On the Tranche B Term Loan Maturity Date, all Tranche B Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars (each a “Dollar Revolving Credit Loan” and, collectively, the “Dollar Revolving Credit Loans” and, together with the Foreign Currency Revolving Credit Loans, the “Revolving Credit Loans”) to the Borrower, which Dollar Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Revolving Credit Loans; provided, that all Dollar Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Dollar Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect; (ii) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans denominated in a Foreign Currency (each a “Foreign Currency Revolving Credit Loan” and, collectively, the “Foreign Currency Revolving Credit Loans”) to the Borrower, which Foreign Currency Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (B) shall be incurred and maintained entirely as Eurodollar Foreign Currency Revolving Credit Loans, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect; (iii) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Exposure at such time exceeding the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender’s Revolving Credit Commitment Percentage, as applicable, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, as applicable; provided, that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (e) Subject to and upon the terms and conditions set forth herein, herein and in the First Amendment, (i) each Revolving Lender having a Tranche A Term Loan Commitment severally agrees to make revolving credit loans denominated in Dollars a loan (each such loan, a “Revolving Credit Tranche A Term Loan” and, collectively, the “Tranche A Term Loans”) to the Borrower from time to timeon the First Amendment Effective Date in Dollars, on which Tranche A Term Loan shall not exceed for any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender such Lender’s Revolving Credit Commitmentpro rata share of all Tranche A Term Loans to be made on the First Amendment Effective Date (based on the percentage which such Lender’s Tranche A Term Loan Commitment represents of the Total Tranche A Term Loan Commitments of all Lenders); provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings aggregate principal amount of all Tranche A Term Loans made on the First Amendment Effective Date shall not exceed the Aggregate Revolving Commitments and $350,000,000; and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit (A) Tranche A Term Loans may be Base Rate incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed that all such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Tranche A Term Loans made by such each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche A Term Lender Loans of the same Type, (B) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed and (C) shall not exceed such in the aggregate the Total Tranche A Term Lender’s Term Loan Commitment. On the Tranche A Term Loan Maturity Date, all Tranche A Term Loans that are shall be repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinin full.

Commitments. (a) Subject Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loaneach, a “Revolving Credit Loan,” and collectively, the “Revolving Loans”) to the Borrower Borrower, from time to time, time on any Business Day during the Availability Periodperiod from and including the Restatement Effective Date to but not including the Termination Date, in Dollars in an aggregate principal amount not to exceed at any time outstanding the amount not greater than its Commitment, provided that no Borrowing of such Revolving Lender’s Revolving Credit Commitment; providedLoans shall be made if, however, that immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Credit Loans made pursuant to such Borrowing), (i) the Total Revolving Outstandings shall not Credit Exposure of any Lender would exceed the Aggregate Revolving Commitments and such Xxxxxx’s Commitment or (ii) the Revolving Aggregate Credit Exposure of would exceed the aggregate Commitments at such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitmenttime. Within Subject to and on the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofof this Agreement, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, repay and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject The Swingline Lender agrees, subject to and on the terms and conditions set forth hereinof this Agreement and the Sweep Program (as long as it remains in effect), each Term Lender severally agrees to make loans (each, a single loan “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in Dollars in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to exceed the Swingline Lender (in its sole discretion) with the Borrower or such Term Lender to eliminate the Swingline Lender’s Term Commitment; provided, however, that actual or potential Fronting Exposure (after giving effect to any such Term BorrowingSection 2.22(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement and the Sweep Program (xas long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, Xxxxx Fargo, and the Lenders hereby agree that effective as of the Restatement Effective Date (i) the aggregate Outstanding Amount outstanding principal balance of all Term loans (not exceeding the Swingline Commitment) made under the Sweep Program, if any, shall be Swingline Loans under this Agreement and the Sweep Program and subject to the terms hereof and thereof, (ii) Xxxxx Fargo shall not exceed be the Term Facility Swingline Lender hereunder with respect to such Swingline Loans, and (yiii) the Outstanding Amount applicable provisions of all Term the Existing Credit Agreement with respect to such Swingline Loans made are replaced by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinthis Agreement.

Commitments. Subject to the terms and conditions set ------------ forth herein, each Lender agrees (a) Subject to make a Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (b) to make Delayed Draw I Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw I Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw I Commitment, (c) to make Delayed Draw II Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw II Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw II Commitment and (d) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment; provided that (i) any Delayed Draw I Borrowing, Delayed -------- Draw II Borrowing or Revolving Borrowing shall not result in the Total Exposure exceeding the Borrowing Base then in effect, (ii) the Borrower shall not be permitted to make more than four Delayed Draw I Borrowings that increase the aggregate principal amount of Delayed Draw I Borrowings outstanding and (iii) the Borrower shall not be permitted to make more than six Delayed Draw II Borrowings that increase the aggregate principal amount of Delayed Draw II Borrowings outstanding. Within the foregoing limits and subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date Amounts repaid in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount respect of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving Initial Term Lender severally severally, and not jointly, agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Initial Term Loans to the Borrower from time to timeon the Closing Date or, in the case of the First Amendment Incremental Term Loans, on any Business Day during the Availability Period, First Amendment Closing Date in an aggregate Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower in Dollars at any time outstanding and from time to time on and after the amount Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow under this Section 2.01borrow, pay or prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Amounts paid or prepaid in respect of the Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAgreement.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender holding an Initial Revolving Lender Commitment agrees, severally agrees and not jointly, to make revolving credit loans denominated in Dollars (each such loan, a “Initial Revolving Credit Loan”) Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to timetime on and after the date hereofRestatement Date, on any Business Day during and until the Availability Periodearlier of the Initial Revolving Maturity Date and the termination of the Initial Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount not to exceed at any time outstanding the amount of that will not result in such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of exceeding such Revolving Lender shall not exceed such Revolving Lender’s Initial Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, set forth in this Section 2.01 and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow under this Section 2.01borrow, pay or prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (bi) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinand in the Second Amendment, each Term Lender listed under Part II of Schedule 2.01 hereto that is not an Existing Revolving Lender (each such Lender a “New 2020 Revolving Lender”) and each Lender listed under Part II of Schedule 2.01 that is an Existing Revolving Lender (each such Lender, an “Exchanging Revolving Lender” and, together with the New 2020 Revolving Lenders, the “2020 Revolving Lenders”) agrees, severally agrees and not jointly, to make a single loan 2020 Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to time on and after the Restatement Effective Second Amendment Closing Date, and until the earlier of the 2020 Revolving Maturity Date and the termination of the 2020 Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in such Term Lender’s Term Credit Exposure exceeding such Lender’s 2020 Revolving Commitment. Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein and in the Second Amendment, the Borrower may borrow, pay or prepay and reborrow Loans; provided, howeverthat Exchanging Revolving Lenders shall make their respective 2020 Revolving Loans by exchanging their Initial Revolving Loans for 2020 Revolving Loans in lieu of their pro rata portion of the prepayment of Initial Revolving Loans pursuant to Section 2.12. (ii) Subject to the terms and conditions hereof, on the Second Amendment Closing Date, upon execution of the Second Amendment by an Exchanging Revolving Lender and the indication on such Lender’s signature page that after giving effect such Exchanging Revolving Lender elects to any exchange all of such Term BorrowingLender’s Initial Revolving Commitments for 2020 Revolving Commitments, (x) the aggregate Outstanding Amount amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made 1005940296v112 Initial Revolving Commitments held by such Term Exchanging Revolving Lender shall not exceed be exchanged for the amount of such Term Exchanging Revolving Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, 2020 Revolving Commitment as further provided hereinset forth under Part II of Schedule 2.01 hereto.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Lender agrees, severally agrees and not jointly, (i) to make revolving credit loans a Term Loan denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment and (ii) to make Revolving Loans in Dollars or any Alternative Currency at any time, and from time to time, on any Business Day during after the Availability Period, Closing Date until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in an accordance with the terms hereof; provided that the aggregate principal amount not of such Lender’s Revolving Loans to exceed the Borrower at any time outstanding the amount of will not result in such Revolving Lender’s outstanding Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of Loans exceeding such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits set forth in clause (ii) of each Revolving Xxxxxx’s Revolving Credit Commitment, the preceding sentence and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow under this Section 2.01borrow, pay or prepay under Section 2.06, and reborrow under this Section 2.01Revolving Loans. Revolving Credit Amounts paid or prepaid in respect of Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinreborrowed. (b) Subject Each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth hereinherein and in the applicable Incremental Assumption Agreement, each Term Lender severally agrees to make a single loan Incremental Term Loans to the Borrower on the Restatement Effective Date Borrower, in an aggregate principal amount not to exceed such its Incremental Term Lender’s Term Loan Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount . Amounts paid or prepaid in respect of all Incremental Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may . (c) Funds provided in Alternative Currencies must be Base Rate Loansmade available to the Administrative Agent not later than 9:00 a.m., Daily SOFR Loans or Term SOFR Loans, as further provided hereinNew York City time.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower Borrowers at any time and from time to timetime from the Effective Date to the Maturity Date, on any Business Day during or until the Availability Periodearlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed of Revolving Loans at any time outstanding not to exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and ; (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Loan A Lender severally agrees to make a single loan Term Loan A to the Borrower Borrowers on the Restatement Effective Date in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Loan A Commitment; provided, however, that after giving effect and (iii) each Term Loan B Lender severally agrees to any make a Term Loan B to the Borrowers on the Effective Date in an aggregate principal amount not to exceed the amount of such Lender’s Term Borrowing, Loan B Commitment. (xb) Notwithstanding the foregoing, (i) the aggregate Outstanding Amount principal amount of all Term Revolving Loans outstanding at any time to the Borrowers shall not exceed the Term Facility difference between (A) the then current Availability, and (yB) the Outstanding Amount aggregate Letter of all Term Loans made by such Term Credit Obligations; (ii) the Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender shall not exceed such automatically and permanently be reduced to zero on the Maturity Date; (iii) within the foregoing limits, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Effective Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein; and (iv) any principal amount of the Term Lender’s Loan A or the Term Commitment. Term Loans that are Loan B which is repaid or prepaid may not be reborrowed. Term Loans may . (c) The Total Revolving Credit Commitment shall be Base Rate Loansincreased from $55,000,000 to $65,000,000 (and each Revolving Loan Lender’s Revolving Credit Commitment shall be increased by its Pro Rata Share (as defined in clause (a) thereof)) (the “Revolving Credit Commitment Increase”) during the period commencing on March 1, Daily SOFR Loans or Term SOFR Loans2005 and ending on September 30, as further provided herein2005 (the “Revolving Credit Commitment Increase Period”).

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each Initial Term Lender severally agrees to make an Initial Term Loan to the Borrower on the Closing Date denominated in dollars in a principal amount not exceeding its Initial Term Commitment (the “Initial Term Facility”), (b) each Supplemental Term Lender severally agrees to make a Supplemental Term Loan to the Borrower on the First Amendment Funding Date denominated in dollars in a principal amount not exceeding its Supplemental Term Commitment (the “Supplemental Term Facility” and, together with the Initial Term Facility, the “Term Facility”), (c) each Incremental Term Lender severally agrees to make one or more Incremental Term Loans to the Borrower as specified in this Agreement denominated in dollars from time to time in an aggregate principal amount not exceeding its Incremental Term Commitment, and (d) each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Loans to the Borrower denominated in dollars from time to time, on any Business Day time during the Revolving Availability Period, Period NAI-1532775236v11532775236v9 58 Blue Bird Body Company Credit Agreement in an aggregate principal amount which will not to exceed at any time outstanding the amount of result in such Revolving LenderXxxxxx’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of exceeding such Revolving Lender shall not exceed such Revolving LenderXxxxxx’s Revolving Credit CommitmentCommitment (the “Revolving Facility”). Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedmay borrow, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility prepay and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitmentreborrow Revolving Loans. Term Loans that are Amounts repaid or prepaid in respect of Initial Term Loans, Supplemental Term Loans or Incremental Term Loans may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject The parties hereto acknowledge and agree that an aggregate principal amount of “Loans” under and as defined in the Pre-Petition Second Lien Credit Agreement (the “Existing Loans”) equal to $250,000,000, together with an amount resulting from the accrual of interest on such principal amount of Existing Loans at a rate equal to the terms Adjusted LIBO Rate plus 9% per annum during the period commencing on the Petition Date and conditions ending on the Effective Date (the “Accrued PIK Interest”), remains outstanding and shall be converted into Loans hereunder as set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”Section 2.01(b) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinbelow. (b) Subject to the terms and conditions set forth herein, each Term Lender Lender, severally and not jointly, agrees to make a single loan to that the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Existing Loans made by such Term Lender shall not exceed under the Pre-Petition Second Lien Credit Agreement and outstanding on the Effective Date immediately prior to giving effect to this Agreement, plus such Term Lender’s Term Commitmentpro rata share of the Accrued PIK Interest, in an aggregate principal amount equal to its Commitment shall remain outstanding on and after the Effective Date and shall be converted into Loans in an equal principal amount deemed made pursuant to this Agreement on the Effective Date. Term The conversion by a Lender of all or a portion of its Existing Loans that are plus such Lender’s pro rata share of the Accrued PIK Interest shall be deemed to satisfy, dollar for dollar, such Lender’s obligation to make Loans on the Effective Date. Such Existing Loans of each Lender plus such Lender’s pro rata share of the Accrued PIK Interest shall hereafter be referred to as “Loans”, and on and after the Effective Date shall have all of the rights and benefits of Loans as set forth in this Agreement and the other Loan Documents. Amounts repaid or prepaid in respect of the Loans (in whole or in part) may not be reborrowed. Term Each Lender’s Commitment will terminate immediately and without further action on the Effective Date upon the conversion of such Lender’s Existing Loans may and the Accrued PIK Interest into Loans hereunder. For the avoidance of doubt, such conversion of Existing Loans and Accrued PIK Interest into Loans hereunder shall be Base Rate Loansdeemed a “Borrowing” for all purposes under this Agreement. Notwithstanding anything herein to the contrary, Daily SOFR all Loans of any Lender made or Term SOFR Loansconverted hereunder on the Effective Date pursuant to this Section 2.01(b) that are Eurodollar Loans will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing Loans of such Lender. (c) As of the Effective Date, as further provided hereinimmediately after giving effect to the conversion of Existing Loans into Loans hereunder pursuant to Section 2.01(b), the aggregate principal amount of the Loans outstanding is $252,500,000.

Commitments. (a) Subject Each Term Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars a loan (each such loaneach, a “Revolving Credit Term Loan,” and collectively, the “Term Loans”) to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment. No Term Loans shall be made at any time after the Closing Date. To the extent repaid, Term Loans may not be reborrowed. (b) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Revolving Loan,” and collectively, the “Revolving Loans”) to the Borrower, from time to time, time on any Business Day during the Availability Periodperiod from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Lender’s not exceeding its Revolving Credit Commitment; provided, howeverprovided that no Borrowing of Revolving Loans shall be made if, that immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Credit Loans made pursuant to such Borrowing), (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (iiy) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s any Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Lender would exceed its Revolving Credit Commitment, Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and subject to on the other terms and conditions hereofof this Agreement, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, repay and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (bc) Subject The Swingline Lender agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Term Lender severally agrees to make loans (each, a single loan “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower Borrower, from time to time on any Business Day during the Restatement Effective period from the Closing 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. Swingline Loans may be made even if 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 Revolving Credit Lender outstanding at such time, would exceed such Term the Swingline Lender’s Term Commitment; providedown Revolving Credit Commitment at such time, howeverbut provided that no Borrowing of Swingline Loans shall be made if, that immediately after giving effect to any such Term Borrowingthereto, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount Revolving Credit Exposure of all Term any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit 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 made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate pursuant to Section 2.2(e)) and reborrow Swingline Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein: (a) each Term Lender agrees, each Revolving Lender severally agrees and not jointly, to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or make an Initial Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan Loan to the Borrower on the Restatement Closing Date in a principal amount not to exceed the initial amount of such Term Lender’s Term Loan Commitment (if any), (ii) make a 2018 Incremental Term Loan to the Borrower on the First Incremental Amendment Date in a principal amount not to exceed its 2018 Incremental Term Loan Commitment (if any), (iii) make a 2020 Incremental Term Loan to the Borrower on the Third Incremental Amendment Date in a principal amount not to exceed its 2020 Incremental Term Loan Commitment (if any) and (iv) make a 2021 Incremental Term Loan to the Borrower on the Sixth Amendment Effective Date in a principal amount not to exceed its 2021 Incremental Term Loan Commitment (if any); (b) each Revolving Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on and after the Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Xxxxxx’s Revolving Exposure exceeding such Lender’s Revolving Commitment; provided that Revolving Loans shall only be made to the Borrower on the Closing Date (a) in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect $10,000,000 to any such Term Borrowingfund (i) the consideration for the Acquisition and Transaction Expenses, (xii) any original issue discount or upfront fees required to be funded on the aggregate Outstanding Amount Closing Date (including in connection with the issuance of the 2025 Unsecured Notes) and (iii) working capital, and (b) to cash collateralize letters of credit outstanding under the Existing Credit Agreements; and (c) each 2021 Extending Term Lender acknowledges that all of the Initial Term Loans shall not exceed held by such 2021 Extending Lender on the Term Facility and (y) the Outstanding Amount of all Sixth Amendment Effective Date were converted into 2021 Extended Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitmentas further set forth in the Sixth Amendment. Term Loans that are Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans Within the limits set forth in clause (b) above and subject to the terms, conditions and limitations set forth herein, the Borrower may be Base Rate borrow, repay or prepay and reborrow Revolving Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally severally, and not jointly, agrees to make revolving credit loans denominated Revolving Loans to any Borrower in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower at any time and from time to timetime on and after the Closing Date, on any Business Day during and until the Availability Period, in an aggregate amount not to exceed at any time outstanding earlier of the amount Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower Borrowers may borrow under this Section 2.01borrow, pay or prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed Additional Revolving Loans of such Term Lender’s Term Commitment; provided, however, that after giving effect Class to any such Term BorrowingBorrower, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAgreement.

Commitments. (a1) Subject to the terms and conditions set forth herein, (i) each Daylight Term Lender agrees to make Daylight Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Daylight Term Loan Commitment, (13) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (14) each Revolving Lender severally severally, and not jointly, agrees to make revolving credit loans denominated Initial Revolving Loans to the Revolving Borrower in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower at any time and from time to time, on any Business Day time during the Availability Period; provided that, (i) the Outstanding Amount of Initial Revolving Loans to be made on the Closing Date shall not exceed $25,000,000 plus the sum of any amounts drawn and used for (A) working capital needs in an aggregate amount not to exceed at any time outstanding the amount ordinary course of such Revolving Lender’s Revolving Credit Commitment; provided, however, that business and (B) the payment of Transaction Costs and (ii) after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow, pay or prepay and re-borrow under this Section 2.01, prepay under Section 2.06, Revolving Loans. Amounts paid or prepaid in respect of the Daylight Term Loans and reborrow under this Section 2.01. Revolving Credit the Initial Term Loans may not be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinre-borrowed. (b2) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinAmendment.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) Revolver A Loans to the Borrower from time to time, on any Business Day time during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, result in (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and such Lender's Revolver A Credit Exposure exceeding such Lender's Revolver A Commitment, or (ii) the Revolving sum of the total Revolver A Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit CommitmentExposures exceeding the total Revolver A Commitments. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofset forth herein, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate re-borrow Revolver A Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan Revolver B Loans to the Borrower on from time to time during the Restatement Effective Date Availability Period in an aggregate principal amount that will not to exceed result in (i) such Term Lender’s Term 's Revolver B Credit Exposure exceeding such Lender's Revolver B Commitment; provided, however, that after giving effect to any such Term Borrowing, or (xii) the aggregate Outstanding Amount sum of all Term Loans shall not exceed the Term Facility total Revolver B Credit Exposures exceeding the total Revolver B Commitments. Within the foregoing limits and (y) subject to the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid terms and conditions set forth herein, the Borrower may not be reborrowed. Term Loans may be Base Rate borrow, prepay and re-borrow Revolver B Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) advances to the Borrower from time to time, on any Business Day during subject to the Availability Periodprovisions of Section 2.4, from the Closing Date to the Maturity Date in an aggregate principal amount not to exceed at any time outstanding up to but not exceeding the amount of such Lender's Commitment as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Loan outstanding applicable to a Lender plus such Lender’s 's Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender's Commitment and (ii) the Loan (inclusive of such Lender's obligation to make advances under the Revolving Credit CommitmentLoan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender's Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender's Commitment and (b) the Total Outstandings shall not at any time exceed the aggregate Commitments. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the amount of the Commitments and may establish a Base Rate Balance and Libor Balances thereunder and, until the Maturity Date, the Borrower may Continue Libor Balances established under the Revolving Loan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Base Rate Balances or Libor Balances, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and Bank of America may in its discretion from time to time advance (but shall in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the "Swingline Advances"); provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed fifteen million Dollars ($15,000,000) and the Total Revolving Outstandings shall not exceed the Aggregate Revolving aggregate principal amount of the Commitments and (ii) Bank of America shall give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one (1) Business Day's prior written notice given by Bank of America to the Agent and the other Lenders at any time and from time to time (including at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including Bank of America) severally agrees, irrevocably and unconditionally, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), to make an advance under the Revolving Credit Exposure Loan, in the form of a Base Rate Balance, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Lender Loan shall not exceed such Revolving Lender’s Revolving Credit Commitmentbe promptly paid by the Agent to Bank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject Subject to the other terms and conditions hereofprovisions of this Agreement, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans hereunder the Swingline Advances and may be establish a Base Rate LoansBalance and IBOR Balances thereunder and, Daily SOFR Loans until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Term SOFR LoansConvert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as further provided herein. (b) Subject to applicable. Each Type of Balance under the terms and conditions set forth herein, Loan advanced by each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed be established and maintained at such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein's Applicable Lending Office for such Type of Balance.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated Revolving Loans in Dollars (each such loan, a “Revolving Credit Loan”) U.S. dollars to the Borrower from time to time, on any Business Day during the Availability Period, Period in an aggregate principal amount that will not to exceed at any time outstanding the amount of result in (i) such Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Credit Elected Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the total Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Exposures exceeding the Aggregate Elected Commitment Amount and (iii) the total Revolving Credit CommitmentExposures exceeding the then-effective Available Borrowing Base. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereofset forth herein, the Borrower may borrow under this Section 2.01borrow, prepay under Section 2.06, repay and reborrow under this Section 2.01. the Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth hereinherein and in the applicable Term Loan Amendment, each Term Lender severally agrees to make a single loan Term Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount that will not to exceed result in (i) the amount of the Term Loan made by such Term Lender hereunder exceeding such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, Commitment or (xii) the aggregate Outstanding Amount amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such all Term Lender shall Lenders hereunder exceeding the total Term Commitments. Once borrowed, the Borrower may not exceed reborrow any portion of the Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Term Loan hereunder by any Term Lender, such Term Lender’s Term Commitment. Commitment shall terminate immediately and without further action in an amount equal to, and on the date of, such funding of such portion of such Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided hereinLoan.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Lender agrees, severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount and not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowingjointly, (ia) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Restatement Effective Date date the Interim Order is issued by the Bankruptcy Court (or, to the extent the Interim Order is issued after 5:00 p.m. (New York City time), on the immediately succeeding Business Day) in an a principal amount not to exceed its Interim Date Loan Commitment (such Term Lender’s Term Commitment; providedloans, howeverindividually, that after giving effect an “Interim Date Loan” and, collectively, the “Interim Date Loans”) and (b) during the Delayed Draw Commitment Period, subject to any the terms and conditions hereof, to make a loan to the Borrower in a principal amount not to exceed its Delayed Draw Commitment (such Term Borrowingloans, individually, a “Delayed Draw Loan” and, collectively, the “Delayed Draw Loans”). The Borrower shall make a single borrowing on a single date under the Lenders’ collective Delayed Draw Commitments during the Delayed Draw Commitment Period (x) the date of such borrowing, the “Delayed Draw Funding Date”). Once funded, each Interim Date Loan and each Delayed Draw Loan shall be a “New Money Loan” for all purposes under this Agreement and the other Loan Documents. (Notwithstanding the foregoing, prior to the Entry Date of the Final Order, the aggregate Outstanding Amount principal amount of all Term New Money Loans outstanding at any time shall not exceed the Term Facility Interim Funding Amount, and no New Money Loans shall be made in excess thereof.) Each Lender’s (a) Interim Date Loan Commitment shall (i) reduce to zero immediately after the borrowing of Interim Date Loans pursuant to this Section 2.01 and (yii) terminate immediately and without further action on the Outstanding Amount Interim Date Loan Termination Date and (b) Delayed Draw Commitment shall (i) reduce to zero immediately after the borrowing of all Term Delayed Draw Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitmentpursuant to this Section 2.01 and (ii) terminate immediately and without further action on the Delayed Draw Termination Date. Term Loans that are repaid Amounts paid or prepaid in respect of Loans may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving Initial Term Lender severally severally, and not jointly, agrees to make revolving credit term loans denominated in Dollars (each such loan, a the “Revolving Credit LoanInitial Term Loans”) to the Borrower from time to time, on any Business Day during the Availability Period, Closing Date in an aggregate Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Initial Revolving Lender severally, and not jointly, agrees to make revolving loans (the “Initial Revolving Loans”) to the Borrower in Dollars at any time outstanding and from time to time on and after the amount Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender’s Revolving Credit CommitmentLender in accordance with the terms hereof; providedprovided that, however, that after giving effect to any Borrowing of Initial Revolving Credit BorrowingLoans, (i) the Total Outstanding Amount of such Initial Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Lender’s Initial Revolving Credit Exposure of such Revolving Lender shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits of each Revolving Xxxxxx’s Revolving Credit Commitment, and subject to the other terms terms, conditions and conditions hereoflimitations set forth herein, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate consist of ABR Loans, Daily SOFR Loans or Term LIBO RateTerm SOFR Loans, as further provided hereinor a combination thereof, and may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Term Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make a single loan Additional Loans of such Class to the Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; providedBorrower, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term which Loans shall not exceed for any such Lender at the Term time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term CommitmentAmendment. Term Loans that are repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein.WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004