Common use of Commitments Clause in Contracts

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to Borrower and on Guarantors hereby acknowledge and agree that as of the terms and conditions effective date of this AgreementAmendment and following satisfaction of all conditions thereto as provided herein, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial of each Lender’s Revolving Credit Commitment, Term Loan A Commitment. To the extent repaid, Term Loans may not Loan B Commitment and Commitment, and the amount of each Lender’s Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage and Commitment Percentage, shall be reborrowedthe amount set forth on Schedule 1.1 attached hereto. Each Initial In connection with the increase of the Total Revolving Lender severally agreesCredit Commitment, subject to the Total Term Loan A Commitment, the Total Term Loan B Commitment, and on the terms Total Commitment, each of Capital One, National Association, and conditions of this AgreementMizuho Bank, to make revolving loans in Dollars Ltd. (each, an each individually a “Initial Revolving Loan,New Lender” and collectively, the “Initial Revolving LoansNew Lenders”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial shall be issued a Revolving Credit Maturity DateNote in the principal face amount of its Revolving Credit Commitment, provided that no Borrowing which will be a “Revolving Credit Note” under the Credit Agreement, a Bid Loan Note in the principal face amount of Initial Revolving Loans the Bid Loan Sublimit, which will be a “Bid Loan Note” under the Credit Agreement, a Term Loan A Note in the principal face amount of its Term Loan A Commitment, which will be a “Term Loan A Note” under the Credit Agreement, a Term Loan B Note in the principal face amount of its Term Loan B Commitment, which will be a “Term Loan B Note” under the Credit Agreement, and each New Lender shall be made ifa Lender under the Credit Agreement. Each of Lenders identified on Schedule 2 attached hereto (the “Existing Modifying Lenders”) shall receive a Revolving Credit Note, immediately after giving effect thereto Term Loan A Note, and Term Loan B Note, as applicable, based on its respective Revolving Credit Commitment, Term Loan A Commitment and Term Loan B Commitment as set forth on Schedule 1.1 attached hereto, and a Bid Loan Note in the application principal face amount of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such timeBid Loan Sublimit, (y) which Notes shall be replacements for such Lender’s Swingline Exposure at such time existing Notes and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loansshall not be a novation. (b) Subject By its signature below, each New Lender, subject to the terms and conditions hereof, hereby becomes a party to the Credit Agreement and agrees to perform all obligations with respect to its respective Commitment as if such New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Revolving Credit Commitment as required under §2.1 of this the Credit Agreement, the Initial Revolving obligation to make a Term Loan A with respect to its Term Loan A Commitment as provided in §2.2(a) of the Credit Agreement, the obligation to make a Term Loan B with respect to its Term Loan B Commitment as provided in §2.2(b) of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.10 of the Credit Agreement, the obligation to participate in Swing Loans shall be available as provided in §2.5 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. Each New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 14 of the Credit Agreement. Further, each New Lender acknowledges that it has, independently and without reliance upon the Agent, Joint Lead Arrangers and Bookrunners, Co-Syndication Agent, or on any affiliate or subsidiary thereof or any other Lender and based on the Closing Date financial statements supplied by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Except as expressly provided in an aggregate principal amount the Credit Agreement, neither the Agent nor any of up the Joint Lead Arrangers and Bookrunners or Co-Syndication Agent shall have any duty or responsibility whatsoever, either initially or on a continuing basis, to $150,000,000provide any New Lender with any credit or other information with respect to the Borrower or Guarantors or to notify any New Lender of any Default or Event of Default. No New Lender has relied on the Agent, Joint Lead Arrangers and Bookrunners, Co-Syndication Agent, or any other Lender as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder. Each New Lender (i) represents and warrants as to itself that it is legally authorized to, and has full power and authority to, enter into this agreement and perform its obligations under this agreement; (ii) confirms that it has received copies of the Credit Agreement, financial statements prepared by Borrower and such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (iii) agrees that it has and will, independently and without reliance upon any Lender, the Agent, the Joint Lead Arrangers and Bookrunners, or the Co-Syndication Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; and (v) agrees that, by this agreement, it has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender acknowledges and confirms that its address for notices and Lending Office for Revolving Credit Loans are as set forth on the signature pages hereto. (c) The Swingline By its signature below, each Existing Modifying Lender agreeshereby agrees to perform all obligations with respect to its respective Commitment as set forth in this Amendment, subject to and on which obligations shall include, but shall not be limited to, the terms and conditions of this Agreement, obligation to make loans in Dollars Revolving Credit Loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time with respect to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) as required under §2.1 of the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrowobligation to make a Term Loan A with respect to its Term Loan A Commitment as provided in §2.2(a) of the Credit Agreement, repay (including by means the obligation to make a Term Loan B with respect to its Term Loan B Commitment as provided in §2.2(b) of a Borrowing the Credit Agreement, the obligation to pay amounts due in respect of Revolving draws under Letters of Credit as required under §2.10 of the Credit Agreement, the obligation to participate in Swing Loans pursuant as provided in §2.5 of the Credit Agreement, and in any case the obligation to Section 2.02(e)) and reborrow Swingline Loansindemnify the Agent as provided therein. (d) Subject to On the terms and conditions effective date of this Agreement Amendment, the Term Loan A Lenders that are New Lenders or an Existing Modifying Lender that is increasing its Term Loan A Commitment shall fund such amounts to Agent. In connection therewith, (i) Fifty Million and No/100 Dollars ($50,000,000.00) of the funds so advanced shall be advanced to Borrower, and (ii) any applicable Incremental Facility Agreementremaining amounts shall be distributed among the Term Loan A Lenders whose Term Loan A Commitment is decreasing as necessary to accomplish the required reallocation of the outstanding Term Loans A such that the outstanding principal amount of Term Loans A owed to each Term Loan A Lender shall be equal to such Term Loan A Lender’s Term Loan A Commitment (as in effect after the effectiveness of this Amendment). (e) On the effective date of this Amendment, the Term Loan B Lenders that are New Lenders or an Existing Modifying Lender that is increasing its Term Loan B Commitment shall fund such amounts to Agent. In connection therewith, (i) One Hundred Fifty Million and No/100 Dollars ($150,000,000.00) of the funds so advanced shall be advanced to Borrower, and (ii) any remaining amounts shall be distributed among the Term Loan B Lenders whose Term Loan B Commitment is decreasing as necessary to accomplish the required reallocation of the outstanding Term Loans B such that the outstanding principal amount of Term Loans B owed to each Term Loan B Lender with any Additional shall be equal to such Term Loan B Lender’s Term Loan B Commitment (as in effect after the effectiveness of this Amendment). (f) On the effective date of this Amendment, the Revolving Credit Lenders shall fund so much of the increase of the Revolving Credit Commitment or Additional Term Loan Commitments, to Agent as is necessary in order that the case may be, outstanding principal balance of a given Class, severally and not jointly, agrees to make Additional the Revolving Credit Loans and/or Additional Term Loans, as the case may be, of such Class prior to the Borrower, which effectiveness of this Amendment shall be reallocated among the Revolving Credit Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall not exceed for any be equal to such Lender at the time of any incurrence thereof the Additional Revolving Credit Lender’s Revolving Credit Commitment or Additional Term Loan Commitment(as in effect after the effectiveness of this Amendment), and (ii) the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment is decreasing as necessary to accomplish the case may be, required reallocation of such Class of such Lender as set forth in the applicable Incremental Facility Agreementoutstanding Revolving Credit Loans.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make a loan in Dollars term loans (the “Initial Term Loans”) to the Borrower on the Closing ClosingAmendment No. 2 Effective Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Commitment and (ii) each Initial Revolving Lender severally agreesseverally, subject to and on the terms and conditions of this Agreementnot jointly, agrees to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower in Dollars or any Alternate Currency as may be requested by the Borrower, at any time and from time to time on any Business Day during and after the period from ClosingAmendment No. 2 Effective Date, and including, subject to Section 2.01(c), until the Closing Date to but not including earlier of the Initial Revolving Credit Maturity DateDate and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, provided that no after giving effect to any Borrowing of Initial Revolving Loans Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall be made ifnot exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, immediately after giving effect thereto conditions and the application of the proceeds therefrom: (i) the sum of limitations set forth herein, (x) the aggregate principal amount of Initial Revolving Loans denominated in Dollars may consist of such Lender outstanding at such timeABR Loans, Term SOFR Loans, or a combination thereof, and may be borrowed, paid, repaid and reborrowed and (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such timemay be borrowed, (y) paid, repaid and reborrowed and the aggregate principal amount benchmark of Swingline any Revolving Loan denominated in any Alternate Currency shall be determined pursuant to Section 1.10. Amounts paid or prepaid in respect of the Initial Term Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loansnot be reborrowed. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility AgreementAmendment, each Lender with any an Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility AgreementAmendment.

Commitments. (a) Each Initial Term From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, subject to and on the terms and conditions of set forth in this Agreement, to make a loan in Dollars loans to the Borrower on the Closing Date in (each such loan, a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and 15484836v115484836v9 collectively, the “Initial Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto to the making of each Revolving Loan (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of made pursuant to such Lender outstanding at such timeAdvance), (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Outstanding Credit Exposure at such time would shall not exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such timeCommitment. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving LoansLoans at any time prior to the applicable Facility Termination Date. (b) Subject From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions of set forth in this Agreement, to participate in Facility LCs issued upon the Initial Revolving Loans request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such ▇▇▇▇▇▇’s Outstanding Credit Exposure shall be available not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the Closing Date terms and conditions set forth in an aggregate principal amount of up to $150,000,000Section 2.18. (c) The From and including the Closing Date to but excluding the applicable Facility Termination Date applicable to the Swingline Lender, the Swingline Lender agrees, subject to and on the terms and conditions of this Agreementhereinafter set forth, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time,; provided that no Borrowing Advance of Swingline Loans shall be made if if, immediately after giving effect thereto thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the application 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 the proceeds therefrom, Swingline Lender (iin its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s Revolving Credit actual or potential Fronting Exposure would exceed its Revolving Credit Commitment (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of that Swingline Loan and all Revolving Lenders at such time and (z) the aggregate principal amount of other Swingline Loans outstanding at such time would exceed as to which the aggregate Revolving Credit Commitments at such timeSwingline 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, the Borrower may borrow, repay (including by means of a Borrowing an Advance of Revolving Loans pursuant to Section 2.02(e2.7(c)) and reborrow Swingline Loans at any time prior to the Facility Termination Date applicable to the Swingline Lender, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementhereof and relying upon the representations and warranties herein set forth, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline each Tranche A Lender agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make loans in Dollars Tranche A Loans to the Borrower (eachin Dollars, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following and after the Closing Date to but not including and until the Initial Revolving Credit Maturity Tranche A Termination Date, in an aggregate principal amount at any time outstanding not exceeding to exceed such Lender’s Tranche A Commitment minus the Swingline Commitment; provided that no Borrowing sum of Swingline Loans shall be made if immediately after giving effect thereto and the application such Lender’s Tranche A Percentage of the proceeds therefromcurrent L/C Exposure, subject, however, to the condition that at no time shall (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (xA) the outstanding aggregate principal amount of Revolving all Tranche A Loans outstanding at such time, plus (yB) the aggregate Letter of Credit then current L/C Exposure of all Revolving Lenders at such time and exceed (zii) the aggregate principal amount Total Tranche A Commitment. During the Tranche A Commitment Period, the Borrower may use the Tranche A Commitments of Swingline the Lenders by borrowing, prepaying the Tranche A Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to in whole or in part, and on reborrowing, all in accordance with the terms and conditions hereof. All Borrowings of this AgreementTranche A Loans shall be made ratably based on the then applicable Tranche A Percentages. (a) On the Restatement Date, the Borrower Tranche B Facility and the Tranche B Commitments shall be terminated and the amount of each Lender’s Tranche A Commitment shall be increased by the amount of its Tranche B Commitment under the Existing Credit Agreement. Any Loans outstanding under the Tranche B Facility on the Restatement Date shall be deemed to be advanced under the Tranche A Facility. (b) [Reserved]. (c) The Commitments of the Lenders may borrow, repay (including by means of a Borrowing of Revolving Loans be terminated or reduced from time to time pursuant to Section 2.02(e)) and reborrow Swingline Loans2.13 or Article 7. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, each First Out Lender agrees, severally and not jointly, to make a loan in Dollars Closing Date First Out Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Initial First Out Term Loan CommitmentCommitment set forth on Schedule 2.01. To the extent repaid, Amounts paid or prepaid in respect of First Out Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, each Last Out Lender agrees, severally and not jointly, to make a Closing Date Last Out Term Loan to the Initial Revolving Loans shall be available Borrower on the Closing Date in an aggregate a principal amount not to exceed its Last Out Term Loan Commitment set forth on Schedule 2.01. Amounts paid or prepaid in respect of up to $150,000,000Last Out Term Loans may not be reborrowed. (c) The Swingline Each First Out Lender having an Incremental First Out Term Loan Commitment, severally and not jointly, hereby agrees, subject to and on the terms and conditions of this and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make loans in Dollars Incremental First Out Term Loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity DateBorrower, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would to exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional First Out Term Loan Commitments, as the case may be, of a given ClassCommitment. Each Last Out Lender having an Incremental Last Out Term Loan Commitment, severally and not jointly, agrees hereby agrees, 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 Additional Revolving Incremental Last Out Term Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall in an aggregate principal amount not to exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional its Incremental Last Out Term Loan Commitment, as the case . Amounts paid or prepaid in respect of Incremental Term Loans may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementnot be reborrowed.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Initial Borrower (or, for any Initial Term Loans made after the Closing Date, to make a loan in Dollars to the Parent Borrower and the Co-Borrower) on the Closing Date or, in the case of the First Amendment Incremental Term Loans, on the First Amendment Closing Date, or, in the case of the Second Amendment Replacement Term Loans and Second Amendment Incremental Term Loans, on the Second Amendment Closing Date or, in the case of the Third Amendment Replacement Term Loans, on the Third Amendment Closing Date, or, in the case of the Fifth Amendment Replacement Term Loans, on the Fifth Amendment Closing Date, or, in the case of the Sixth Amendment Replacement Term Loans, on the Sixth Amendment Closing Date, in 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 any Borrower in Dollars at any time and from time to time on and after the 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. To Within the extent repaidforegoing limits and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender with any an Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerBorrowers, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, each Revolving Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Borrower from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.6B. The aggregate original amount of the Revolving Loan Commitments is $125,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any applicable Incremental Facility assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4; and provided, further that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any increase in Revolving Loan Commitments pursuant to subsection 2.1A(i) or 2.1A(ii). Each Revolving Lender's Revolving Loan Commitment shall expire immediately and without further action on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender's Revolving Loan Commitment shall expire immediately and without further action on July 31, 2002, if the initial Revolving Loans have not been made on or before that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the lesser of the Revolving Loan Commitments then in effect and the Borrowing Base then in effect. Notwithstanding anything to the contrary contained in this Agreement, each Lender with the Borrower may not borrow any Additional Revolving Credit Commitment or Additional Term Loans if, after giving effect to such borrowing and the immediate use of the proceeds (within five Business Days), Cash and Cash Equivalents will exceed $25,000,000; provided, however, that any Cash proceeds from the Excluded Borrowing that are segregated and identified by the Borrower on terms acceptable to the Administrative Agent for the sole purpose of redeeming the 9.25% First Mortgage Notes shall be excluded from such calculation. (i) Increase of the Revolving Loan Commitments. Borrower may, as one time on or prior to thirty (30) days after the case may beClosing Date, of a given Classincrease, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to at the Borrower's and Lead Arranger's mutual discretion, which Loans the then effective aggregate principal amount of Revolving Loan Commitments; provided that (A) the aggregate principal amount of the increase in the Revolving Loan Commitments pursuant to this subsection 2.1A(i) shall not exceed for any $25,000,000, (B) Borrower shall execute and deliver such Lender documents and instruments and take such other actions as may be reasonably requested by Administrative Agent in connection with such increase and (C) at the time of any incurrence thereof such proposed increase, no Potential Event of Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such increase. Any request under this subsection 2.1A(i) shall be submitted by Borrower to Administrative Agent, specify the Additional proposed effective date and amount of such increase and be accompanied by an Officer's Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increase. Borrower may also specify any fees offered to those Lenders (the "Increasing Lenders") that agree to increase the principal amount of their applicable Revolving Credit Commitment or Additional Term Loan Commitments which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its applicable Revolving Loan Commitment. No Lender shall have any obligation, as express or implied, to offer to increase the case may be, aggregate principal amount of such Class its applicable Revolving Loan Commitment. Only the consent of such each Increasing Lender as set forth shall be required for an increase in the aggregate principal amount of the applicable Incremental Facility AgreementRevolving Loan Commitments pursuant to this 2.1A(i). No Lender that declines to increase the principal amount of its Revolving Loan Commitment may be replaced in respect of its existing applicable Revolving Loan Commitment as a result thereof without such Lender's consent.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on upon the terms and conditions herein set forth, each Bank severally agrees (i) in the case of this Agreementany 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 Revolving Portion, at any time and from time to time after the Closing Date and prior to the Revolving Loan Commitment Termination Date and (iii) in the case of any Borrowing under the Acquisition Portion, at any time and from time to time after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date, to make a loan in Dollars Loan or Loans to the Borrower on Borrower, which Loans shall be drawn under the Closing Date in Loan Facility (including the Acquisition Portion, the Revolving Portion and the Term Portion thereof), as set forth below. (a) Loans under the Term Portion of the Loan Facility (each a principal amount not to exceed its Initial "Term Loan" and, collectively, the "Term Loans") may be made under the A Term Loan CommitmentFacility (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 extent Once repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom:. (i) Each A Term Loan under the sum of A Term Loan Facility (xa) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available made as a single drawing on the Closing Date in an amount not to exceed the Total A Term Loan Commitment; PROVIDED, that the full amount of the Total B Term Loan Commitment has been used on the Closing Date, (b) shall initially be made as Base Rate Loans and, 30 days after the Closing Date or such earlier time as the Agent may agree (but in no event later than completion of the syndication), at the option of the Borrower and subject to the terms hereof, thereafter may be converted into LIBOR Loans; PROVIDED that 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 (c) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the A Term Loan Commitment of up to $150,000,000such Bank. (ii) Each B Term 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) shall initially be made as Base Rate Loans and, 30 days after the Closing Date or such earlier time as the Agent may agree (but in no event later than completion of the syndication), at the option of the Borrower and subject to the terms hereof, thereafter may be converted into LIBOR Loans; PROVIDED that 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 (c) The Swingline Lender agreesshall 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 Revolving Portion of the Loan Facility (each a "Revolving Loan" and, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline "Revolving Loans”), ") (i) shall be made at any time and from time to time on any Business Day during the period from the Business Day following after the Closing Date and prior to but not including the Initial Revolving Credit Maturity Loan Commitment Termination Date, (ii) shall initially be made as Base Rate Loans and, 30 days after the Closing Date or such earlier time as the Agent may agree (but in an aggregate principal amount no event later than completion of the syndication), shall be made at the option of the Borrower either as Base Rate Loans or as LIBOR Loans; 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, (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 exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall in any case be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans then outstanding, after giving effect to the Revolving Loan requested by the relevant Notice of Borrowing, plus the then outstanding Letters 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 the Borrowing Base as shown in the Borrowing Base Certificate that was last required to be delivered pursuant to Section 6.01 or the Total Revolving Loan Commitment then in effect. (c) Loans under the Acquisition Portion of the Loan Facility (each an "Acquisition Term Loan") (i) shall be made to the Borrower after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date (the date of each such Borrowing of an Acquisition Term Loan, an "Acquisition Term Loan Closing Date") to effect acquisitions, (ii) shall initially be made as Base Rate Loans and, 30 days after the Closing Date or such earlier time as the Agent may agree (but in no event later than completion of the syndication), shall be made at the option of the Borrower either as Base Rate Loans or as LIBOR Loans, (iii) shall not exceed for any Bank at any time outstanding the Acquisition Term Loan Commitment of such Bank at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (ziv) shall not be made pursuant to a particular Notice of Borrowing if the aggregate principal amount of Swingline Acquisition Term Loans outstanding at made since the Closing Date, after giving effect to the Acquisition Term Loan requested by such time Notice of Borrowing, 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 pursuant to Section 2.02(e)) and reborrow Swingline LoansTotal Acquisition Term Loan Commitment. (d) Subject At any Acquisition Term Loan Closing Date, Acquisition Term Loans made by the Borrower on such date shall automatically convert into Term Loans (each such conversion, a "Conversion Event"). Such Acquisition Term Loans shall be added to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Total A Term Loan CommitmentsCommitment and A Term Loans and the Total B Term Loan Commitment and B Term Loans, as respectively, in an amount equal to the case may beproduct of (a) the Acquisition Term Loans made on such date and (b) a fraction, the numerator of a given Class, severally and not jointly, agrees to make Additional Revolving which is the outstanding principal amount of such A Term Loans and/or Additional or B Term Loans, as the case may be, immediately before such Conversion Event and the denominator of which is the outstanding principal amount of Term Loans immediately before such Conversion Event. Upon conversion, such Acquisition Term Loans shall be henceforth considered A Term Loans and B Term Loans, as the case may be. (e) Upon any Conversion Event, the Scheduled A Term Loans Principal Payments and the Scheduled B Term Loans Principal Payments shall be increased by adding to each Principal Payment Date the product of (a) the amount of such Class Acquisition Term Loans converted to the Borrower, which A Term Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional B Term Loan CommitmentLoans, as the case may be, pursuant to such Conversion Event and (b) a fraction, the numerator of which is equal to the amount of such Class Scheduled A Term Loans Principal Payment or Scheduled B Term Loans Principal Payment, as the case may be, then remaining on each Principal Payment Date, and the denominator of which is the amount of all Scheduled A Term Loans Principal Payments and Scheduled B Term Loans Principal Payments, as the case may be, remaining before such Lender as set forth in the applicable Incremental Facility AgreementConversion Event.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementhereof and relying upon the representations and warranties herein set forth, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline each Tranche A Lender agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make loans in Dollars Tranche A Loans to the Borrower (eachin Dollars, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following and after the Closing Date to but not including and until the Initial Revolving Credit Maturity Tranche A Termination Date, in an aggregate principal amount at any time outstanding not exceeding to exceed such Lender’s Tranche A Commitment minus the Swingline Commitment; provided that no Borrowing sum of Swingline Loans shall be made if immediately after giving effect thereto and the application such Lender’s Tranche A Percentage of the proceeds therefromcurrent L/C Exposure, subject, however, to the condition that at no time shall (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (xA) the outstanding aggregate principal amount of Revolving all Tranche A Loans outstanding at such time, plus (yB) the aggregate Letter of Credit then current L/C Exposure of all Revolving Lenders at such time and exceed (zii) the aggregate principal amount Total Tranche A Commitment. During the Tranche A Commitment Period, the Borrower may use the Tranche A Commitments of Swingline the Lenders by borrowing, prepaying the Tranche A Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to in whole or in part, and on reborrowing, all in accordance with the terms and conditions hereof. All Borrowings of this Agreement, Tranche A Loans shall be made ratably based on the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Loansthen applicable Tranche A Percentages. (db) Subject to the terms and conditions of this Agreement hereof and any applicable Incremental Facility Agreementrelying upon the representations and warranties herein set forth, each Tranche B Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Classagrees, severally and not jointly, agrees to make Additional Revolving Tranche B Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerBorrower in Dollars, which at any time and from time to time on and after the Closing Date and until the Tranche B Termination Date, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Tranche B Commitment, subject, however, to the condition that at no time shall (i) the outstanding aggregate principal amount of all Tranche B Loans exceed (ii) the Total Tranche B Commitment. During the Tranche B Commitment Period, the Borrower may use the Tranche B Commitments of the Lenders by borrowing, prepaying the Tranche B Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Borrowings of Tranche B Loans shall not exceed for any such Lender at be made ratably based on the then applicable Tranche B Percentages. (c) No Borrowing may be made under the Tranche B Facility if there is unused available Borrowing capacity under the Tranche A Facility. (d) The Commitments of the Lenders may be terminated or reduced from time of any incurrence thereof the Additional Revolving Credit Commitment to time pursuant to Section 2.13 or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementArticle 7.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, the each Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Term Loan Lender agrees, subject to and on the terms and conditions of this Agreement, severally agrees to make loans in Dollars the $58,500,000 Initial Term Loan to the Borrower (each, a “Swingline Loan,” and collectively, on the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Effective Date, in an aggregate principal amount at any time outstanding not exceeding equal to the Swingline Commitment; provided that no Borrowing amount of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline such Initial Term Loan Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline LoansInitial Term Loan Commitment. (dii) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementrelying upon the representations and warranties herein set forth, each Lender with any Additional Revolving Credit Commitment or Additional Delayed Draw Term Loan CommitmentsLender severally agrees to, as make Delayed Draw Term Loans to the case may beBorrower at any time and from time to time after the Effective Date until the Delayed Draw Term Loan Expiration Date. The principal amount of any Delayed Draw Term Loan to be made by any Delayed Draw Term Loan Lender shall not exceed such Delayed Draw Term Loan Lender’s remaining unfunded Delayed Draw Term Loan Commitment; provided that other than a (x) $2,500,000 Delayed Draw Term Loan that is made on or about the Second Amendment Effective Date and (y) $3,000,000 Delayed Draw Term Loan that is to be made on or about the April 24, 2023, no Delayed Draw Term Loans shall be made, if, after giving effect to any such Delayed Draw Term Loans, the aggregate amount of a given ClassLoans outstanding at any time shall exceed the then Borrowing Base. (iii) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each April 2024 Bridge Loan Lender severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loansthe April 2024 Bridge Loan to the Borrower on the Sixth Amendment Effective Date, but only so long as the case may be, April 2024 Bridge Loan Funding Conditions are satisfied on such date. The principal amount of such Class the April 2024 Bridge Loan to the Borrower, which Loans be made by any April 2024 Bridge Loan Lender shall not exceed for such April 2024 Bridge Loan Lender’s remaining unfunded April 2024 Bridge Loan Commitment. (iv) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each June 2024 Bridge Loan Lender severally agrees to make the June 2024 Bridge Loan to the Borrower on the June 2024 Bridge Loan Funding Date, but only so long as the June 2024 Bridge Loan Funding Conditions are satisfied on such date. The principal amount of the June 2024 Bridge Loan to be made by any June 2024 Bridge Loan Lender shall not exceed such Lender June 2024 Bridge Loan Lender’s remaining unfunded June 2024 Bridge Loan Commitment; provided that June 2024 Bridge Loan (or a portion thereof) shall not be made, if, after giving effect to the June 2024 Bridge Loan, the aggregate amount of Term Loans outstanding at any time shall exceed the time of any incurrence thereof then Borrowing Base. (v) The Borrower and the Additional Revolving Credit Commitment or Additional other Loan Parties acknowledge and agree that the Initial Term Loan Commitmentand, as the case may be, Delayed Draw Term Loans each of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.April/June 2024 Bridge Loan shall be funded at a discount to their face value; i.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementhereof and relying upon the representations and warranties set forth herein, (i) each Term Lender agrees, severally and not jointly, to make a loan in Dollars Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial (ii) each Revolving Credit Lender severally agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) Loans to the Borrower, at any time and from time to time on any Business Day during or after the period from and including, subject to Section 2.01(c), the date that is sixty (60) days following Closing Date to but not including (or such earlier date as the Initial Borrower and the Revolving Credit Lenders as of such date may agree) and until the earlier of the Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto Date and the application termination of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at of such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on Lender in accordance with the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Datehereof, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Revolving Credit Lender’s Revolving Credit Exposure would exceed its exceeding such Revolving Credit Lender’s Revolving Credit Commitment or and (iii) subject in all cases to Section 2.01(b) below, each Incremental Term Loan Lender agrees, on a several basis, to make an Incremental Term Loan to the Borrower on the Seventh Amendment Closing Date in a principal amount not to exceed its Incremental Term Loan Commitment. Within the limits set forth in clause (ii) of the sum of (x) preceding sentence and subject to the aggregate principal amount of Revolving Loans outstanding at such timeterms, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time conditions and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementlimitations set forth herein, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) pay or prepay and reborrow Swingline Revolving Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional provided that no Revolving Credit Commitment Borrowings shall be requested or Additional made during each sixty (60) day period commencing on each Zero Balance Period Commencement Date. Amounts paid or prepaid in respect of Term Loan Commitments, as the case Loans or Incremental Term Loans may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementbe reborrowed.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth and subject to the Interim Bankruptcy Court Order and the Final Bankruptcy Court Order, each Lender severally agrees to make a loan in Dollars Revolving Loans to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to at any time and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during from the period from and including, subject to Section 2.01(c), the Closing Interim Facility Effective Date to but not including the Initial Revolving Credit Final Maturity Date, provided that no Borrowing or until the earlier reduction of Initial its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans shall be made if, immediately after giving effect thereto and at any time outstanding not to exceed the application amount of such Lender’s Revolving Credit Commitment or its Pro Rata Share of the proceeds therefrom:then extant Borrowing Base. (ib) Notwithstanding the sum of (x) foregoing, the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, any time to the Borrower shall not exceed the lower of (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (iiA) the sum of difference between (x) the aggregate principal amount of Initial Total Revolving Loans outstanding at such time, Credit Commitment and (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed Obligations and (B) the difference between (x) the then current Borrowing Base and (y) the aggregate Initial Letter of Credit Obligations. The Revolving Credit Commitments at such time. Subject Commitment of each Lender shall automatically and permanently be reduced to and zero on the terms and conditions of this AgreementFinal Maturity Date. Within the foregoing limits, the Borrower may borrow, repay and reborrow Initial the Revolving Loans. (b) Subject , on or after the Interim Facility Effective Date and prior to the terms Final Maturity Date, subject to the terms, provisions and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000limitations set forth herein. (c) The Swingline Lender agrees, subject Notwithstanding anything to and on the terms and conditions of contrary in this Agreement, to make loans in Dollars to until such time as the Administrative Agent notifies the Borrower in writing (eachsuch decision to be made by the Agents in their sole discretion), a “Swingline Loan,” and collectivelyduring any calendar week, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application balance of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed the amount scheduled under the Budget as the outstanding loan balance of the Revolving Loans for that week (it being understood that in determining the amount of the outstanding balance of Revolving Loans for any such Lender at week, the time of Revolving Loans scheduled to be made under the Budget for that week may be aggregated with any incurrence thereof Revolving Loans that were scheduled but not borrowed during previous weeks). Amounts payable under the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementBudget shall include those amounts permitted to be paid under Section 7.02(s).

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementhereof, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving each Lender severally agrees, subject to and on the terms and conditions of this Agreement, agrees to make revolving credit loans denominated in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Dollar Revolving Loans”) to any of the Borrower, Borrowers from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the Commitment Period in an aggregate principal amount of Initial Revolving Loans of such Lender at any one time outstanding at such timewhich, (y) such Lender’s Swingline Exposure at such time and (z) when added to such ▇▇▇▇▇▇’s Letter Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. No Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the Total Outstanding Extensions of Credit Exposure at shall exceed the Total Commitments then in effect. No Foreign Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan to such time would exceed its Initial Foreign Borrower if, after making such Dollar Revolving Credit Commitment at such time; or (ii) the sum of (x) Loan, the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Foreign Borrower Exposure of all Revolving Lenders at such time would Foreign Borrowers shall exceed the aggregate Initial Aggregate Foreign Sublimit then in effect. During the Commitment Period, any of the Borrowers may use the Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Credit Commitments at such time. Subject to and on Loans in whole or in part, all in accordance with the terms and conditions hereof. The failure of this Agreementany 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 Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Dollar Revolving Loans as required. The Dollar Revolving Loans may from time to time be Term SOFR Loans or ABR Loans, as determined by the applicable Borrower may borrowand notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18; provided, repay that, any Borrowing made on the Closing Date shall be made as ABR Loans unless the applicable Borrower delivers a funding indemnity letter, in form and reborrow Initial Revolving Loanssubstance satisfactory to the Administrative Agent, not less than three (3) Business Days prior to the date of such Borrowing. (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 of this Agreementhereof (including, without limitation, Section 2.31), each Multicurrency Lender severally agrees, from time to time during the Initial Revolving Loans shall be available on Commitment Period, to make revolving credit loans (x) denominated in one or more Foreign Currencies to the Closing Date Company or (y) denominated in Euros to any Foreign Borrower (collectively, “Multicurrency Loans”) in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and based on the terms Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which (a) shall not exceed such Multicurrency Lender’s Multicurrency Subcommitment and conditions (b) when added to such ▇▇▇▇▇▇’s Outstanding Extensions of this AgreementCredit, shall not exceed such ▇▇▇▇▇▇’s Commitment. No Borrower shall request and no Multicurrency Lender shall be required to make loans in Dollars to the Borrower (eachany Multicurrency Loan if, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, making such Multicurrency Loan (i) the Swingline Lender’s Revolving Total Outstanding Extensions of Credit Exposure would shall exceed its Revolving Credit Commitment the Total Commitments then in effect or (ii) the sum Dollar Equivalent of (x) the aggregate principal amount of Revolving outstanding Multicurrency Loans outstanding at shall exceed the Multicurrency Sublimit. No Foreign Borrower shall request and no Lender shall be required to make any Multicurrency Loan to such timeForeign Borrower if, (y) after making such Multicurrency Loan, the aggregate Letter of Credit Foreign Borrower Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would Foreign Borrowers shall exceed the aggregate Revolving Credit Commitments at such timeAggregate Foreign Sublimit then in effect. Subject to During the Commitment Period, the Borrowers may borrow, prepay and on reborrow Multicurrency Loans, in whole or in part, all in accordance with the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving hereof. All Multicurrency Loans pursuant to Section 2.02(e)) and reborrow Swingline shall be Foreign Currency Daily Rate Loans or Foreign Currency Term Rate Loans. (d) Subject to Each Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the terms earlier of the Termination Date and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as date on which the case may be, of such Class to the Borrower, which Multicurrency Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth become due and payable in the applicable Incremental Facility Agreementaccordance with Section 7.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans[Reserved]. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties set forth herein, the Initial each Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Credit Lender agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make loans in Dollars Revolving Loans to the Borrower (each, a “Swingline Loan,” and collectivelyBorrower(i) prior to the Fifth Amendment Effective Date, the “Swingline Loans”)Administrative Borrower, and (ii) from and after the Fifth Amendment Effective Date, the Borrowers, on a joint and several basis as between the Borrowers, at any time and from time to time on any Business Day during or after the period from Original Closing Date, and until the Business Day following earlier of the Closing Date to but not including the Initial Revolving Credit Maturity DateDate 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 exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Lender’s Revolving Credit Exposure would exceed its exceeding such Lender’s Revolving Credit Commitment or (ii) Commitment. Within the sum of (x) limits set forth in the aggregate principal amount of Revolving Loans outstanding at such timepreceding sentence and subject to the terms, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time conditions and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementlimitations set forth herein, the Borrower BorrowerBorrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) pay or prepay and reborrow Swingline Revolving Loans. (dc) Subject to the terms and conditions of this Agreement and any applicable Each Lender having an Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given ClassCommitment agrees, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class subject to the Borrower, which Loans shall not exceed for any such Lender at terms and conditions and relying upon the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as representations and warranties set forth herein and in the applicable Incremental Facility Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerBorrowers, on a joint and several basis as between the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (d) Notwithstanding anything in this Agreement to the contrary, no more than seven (7) Classes of Loans and seven (7) Classes of Commitments shall be outstanding at any one time.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial a "Revolving Loan,” " and collectively, the “Initial "Revolving Loans”") to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Termination Date, in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment at such time over its Letter of Credit Maturity DateExposure at such time, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) thereto, the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, time and (y) such Lender’s Swingline the aggregate Letter of Credit Exposure of all Lenders at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) excluding the aggregate Letter amount of Credit Exposure any Swingline Loans to be repaid with proceeds of all Revolving Lenders at Loans made pursuant to such time Borrowing) would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “"Swingline Loan,” " and collectively, the “"Swingline Loans”)") to the Borrower, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Swingline Maturity Date (or, if earlier, the Termination Date), in an any aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; , notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(eSECTION 2.2(E)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementin reliance upon the representations and warranties of the Loan Parties contained herein, each Lender with any Additional Revolving Credit a Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, jointly agrees to make Additional Revolving Loans and/or Additional Term Loansto the Borrower from time to time during the period commencing on the Closing Date and ending on the Final Availability Date, as in an aggregate amount not to exceed at any time outstanding the case may be, amount of such Class Lender’s Commitment; subject in each case to the Borrowerfollowing limitations: after giving effect to any Borrowing, which Loans (i) the Aggregate Revolving Credit Exposure shall not exceed for any such Lender at the time Total Commitment and (ii) the Revolving Credit Exposure of any incurrence thereof Lender with a Commitment shall not exceed such Lender’s Commitment. Within the Additional Revolving Credit limits of each Lender’s Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (a) On the Closing Date, the parties hereto agree that outstanding loans under the Victory Park Revolving Credit Agreement in the aggregate principal amount of $3,000,000 owing from Borrower to VPC shall be deemed to be loans outstanding under this Agreement owing from Borrower to VPC in the original principal amount of $3,000,000 as of the Closing Date (herein, the “VPC Loan”), and subject to the terms and conditions set forth herein. Once repaid or prepaid, the VPC Loan may not be reborrowed. If requested by VPC, the VPC Loan shall be evidenced by a separate note (the “VPC Note”) issued and executed by Borrower in favor of, and purchased by, VPC in the principal amount equal to the amount of the VPC Loan substantially in the form of Exhibit I. The aggregate principal amount of the VPC Note, in the event all indebtedness under the VPC Loan is evidenced by the VPC Note, will be an amount equal to the VPC Loan; provided, however, that notwithstanding the face amount of the VPC Note, Borrower’s liability under the VPC Note shall be limited at all times to the actual indebtedness (principal, interest, Late Charges, Fees and other fees, costs and expenses) then outstanding and owing by Borrower to VPC hereunder. Notwithstanding any other provision of this Agreement, in the event VPC shall request and receive a VPC Note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.03) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, the each Lender holding an Initial Revolving Commitment agrees, severally and not jointly, to make Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (eachin Dollars or in one or more Alternative Currencies, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on any Business Day during and after the period from Restatement Date, and until the Business Day following the Closing Date to but not including earlier of the Initial Revolving Credit Maturity DateDate and the termination of the Initial Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Lender’s Revolving Credit Exposure would exceed its exceeding such Lender’s Initial Revolving Credit Commitment or (ii) Commitment. Within the sum of (x) limits set forth in this Section 2.01 and subject to the aggregate principal amount of Revolving Loans outstanding at such timeterms, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time conditions and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementlimitations set forth herein, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) pay or prepay and reborrow Swingline Loans. (di) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementrelying upon the representations and warranties herein set forth and in the Second Amendment, each 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 any Additional the New 2020 Revolving Credit Commitment or Additional Term Loan CommitmentsLenders, as the case may be, of a given Class“2020 Revolving Lenders”) agrees, severally and not jointly, agrees to make Additional 2020 Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerBorrower in Dollars or in one or more Alternative Currencies, which Loans shall not exceed for at any such Lender at time and from time to time on and after the time Second Amendment Closing Date, and until the earlier of any incurrence thereof the Additional 2020 Revolving Credit Maturity Date and the termination of the 2020 Revolving Commitment or Additional Term Loan Commitment, as the case may be, of such Class 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 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, that 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 ▇▇▇▇▇▇’s signature page that such Exchanging Revolving Lender elects to exchange all of such ▇▇▇▇▇▇’s Initial Revolving Commitments for 2020 Revolving Commitments, the amount of Initial Revolving Commitments held by such Exchanging Revolving Lender shall be exchanged for the amount of such Exchanging Revolving Lender’s 2020 Revolving Commitment as set forth in the applicable Incremental Facility Agreementunder Part II of Schedule 2.01 hereto.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial each Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Credit Lender agrees, subject to and on the terms and conditions of this Agreement, severally agrees to make loans in Dollars Advances to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)in Dollars, from time to time on any Business Day during the period from the Business Day following the Closing Date until the Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by the Borrower under the Revolving Credit Facility on any day determined by its Revolving Percentage up to but not including exceeding the Initial Revolving Credit Maturity DateCommitment of such Lender, provided, however, that the Revolving Credit Lenders will not be required and shall have no obligation to make any Advance (i) so long as not all of the conditions under Section 5.2 hereof have been fulfilled, (ii) so long as a Default or an Event of Default has occurred and is continuing or (iii) if the Administrative Agent has accelerated the maturity of the Revolving Credit Loans as a result of an Event of Default in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitmentaccordance with Section 9.1 hereof; provided further, however, that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and to each such Advance, the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Outstanding Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would Obligations shall not exceed the aggregate Total Revolving Credit Commitments at Commitment. Within such time. Subject to and on the terms and conditions of this Agreementlimits, the Borrower may borrow, repay and reborrow hereunder, on any Business Day, from the Closing Date until, but (including by means as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (x) no Term Benchmark Loan that is a Revolving Credit Loan shall be made which has an Interest Period that extends beyond the Revolving Credit Termination Date and (y) each Revolving Credit Loan that is a Term Benchmark Loan may, subject to the provisions of a Borrowing Section 2.12, be repaid only on the last day of Revolving Loans the Interest Period with respect thereto unless the Borrower has paid any amounts due pursuant to Section 2.02(e)) and reborrow Swingline Loans4.5 hereof. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementhereof, each Tranche B Term Loan Lender severally agrees with the Initial Revolving Loans shall be available Borrower that on the Closing Date the Existing Tranche B Term Loans will continue as term loans hereunder having the terms set forth herein (the “Tranche B Term Loans”) in an aggregate principal amount for each Tranche B Term Loan Lender not to exceed the amount of up to $150,000,000. (c) the Tranche B Term Loan Commitment of such Lender. The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), Tranche B Term Loans may from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Datebe Eurocurrency Loans or Base Rate Loans, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, as determined by the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant and notified to Section 2.02(e)the Administrative Agent in accordance with Sections 2.2(a) and reborrow Swingline Loans2.13. (db) Subject During the Delayed Draw Term Commitment Period, subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementhereof, each Lender with any Additional Revolving Credit holding a Delayed Draw Term Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving term loans denominated in Dollars (the “Delayed 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 in the aggregate amount up to but not exceeding such Lender’s Delayed Draw Term Commitment. The Borrower may make a single borrowing on a single date under the Lenders’ collective Delayed Draw Term Commitments during the Delayed Draw Term Commitment Period (the date of such borrowing, the “Delayed Draw Funding Date”). Each Lender’s Delayed Draw Term Commitment shall (i) reduce to zero immediately after the borrowing of Delayed Draw Term Loans and/or Additional Term pursuant to this Section 2.1 and (ii) terminate immediately and without further action on the Delayed Draw Termination Date. 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, as determined by the case may be, of such Class Borrower and notified to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth Administrative Agent in the applicable Incremental Facility Agreementaccordance with Sections 2.2 and 3.3.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Restatement Effective Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding greater than the Swingline Commitment; excess, if any, of its Commitment at such time over its Letter of Credit Exposure at such time, provided that no Borrowing of Swingline Revolving Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this AgreementAgreement and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e2.2(e)) and reborrow Swingline Loans. . By their execution of this Agreement, the Borrower, Wachovia, and the Lenders hereby agree that effective as of the Restatement Effective Date (di) Subject the aggregate outstanding principal balance of loans (not exceeding the Swingline Commitment) made under the Sweep Program shall be Swingline Loans under this Agreement and the Sweep Program and subject to the terms hereof and conditions of this Agreement and any applicable Incremental Facility Agreementthereof, each (ii) Wachovia shall be the Swingline Lender hereunder with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees respect to make Additional Revolving Loans and/or Additional Term such Swingline Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in and (iii) the applicable Incremental Facility provisions of the Existing Credit Agreement with respect to such Swingline Loans are replaced by this Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions and relying upon the representations and warranties of this AgreementHoldings and the Borrower herein set forth, each Lender agrees, severally and not jointly to make a loan in Dollars B Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Initial the B Term Loan Commitment. To Commitment set forth opposite its name on Schedule 2.01, as the extent repaid, Term Loans same may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, reduced from time to time on any Business Day during the period from and including, subject pursuant to Section 2.01(c)2.09, which B Term Loans shall be incurred by the Borrower pursuant to two drawings, with (x) the first such drawing to be made on the Closing Date and (y) the second such drawing to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made ifon the Redemption Date (so long as same occurs on or prior to the B Term Loan Commitment Termination Date). Notwithstanding the foregoing, immediately after giving effect thereto and to the application incurrence of B Term Loans on the proceeds therefrom: Closing Date, the unutilized B Term Loan Commitments shall equal (iwith such difference due to rounding as is acceptable to the Administrative Agent) the sum outstanding principal of (xplus the amount of premiums and interest that will be payable on the Redemption Date in connection with the redemption of) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time Existing Senior Discount Notes and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time Existing Senior Subordinated Notes that will not be repurchased and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and retired on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving LoansClosing Date. (b) Subject to the terms and conditions and relying upon the representations and warranties of this AgreementHoldings and the Borrower herein set forth, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline each Lender agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make loans in Dollars Revolving Loans to the Borrower (eachBorrower, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following or after the Closing Date to but not including Date, and until the Initial earlier of the Revolving Credit Maturity DateDate 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 exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Lender’s 's Revolving Credit Exposure would exceed its at such time exceeding the Revolving Credit Commitment or (ii) of such Lender at such time, as the sum of (x) 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 Closing Date shall not exceed $25,000,000. (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 at such 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 Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Loans, Revolving L/C Exposure and outstanding Swingline Loans, may exceed the Swingline Lender's Revolving Credit Commitment. The original amount of the Swingline Loan Commitment is $30,000,000. 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, written or telecopy notice (yin the case of telephonic notice, such notice shall be promptly confirmed in writing or by telecopy) not later than 12:00 (noon), New York City time, on the aggregate Letter day of Credit Exposure 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 all Revolving Lenders at such time and Swingline Loan. (zii) In no event shall (A) the aggregate principal amount of Swingline Loans outstanding at any time exceed the aggregate Swingline Loan Commitment in effect at such time, (B) the Aggregate Revolving Credit Exposure at any time exceed the Total Revolving Credit Commitment at such time would or (C) the aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving Credit Commitments in effect at such time. Subject to and on the terms and conditions of this Agreement, the Borrower Swingline Loans may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline only be made as ABR Loans. (diii) Subject With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower, the Swingline Lender (by request to the terms 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 conditions each such Lender hereby agrees, subject to the provisions of this Agreement and any applicable Incremental Facility AgreementSection 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 Lender with any Additional shall make the amount of its Revolving Credit Commitment or Additional Term Loan Commitmentsavailable to the Administrative Agent, as in same day funds, at the case may beoffice of the Administrative Agent located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, not later than 1:00 p.m., New York City time, on the Business Day next succeeding the date such notice is given. The proceeds of a given Class, severally such Revolving Loans shall be immediately delivered to the Swingline Lender (and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, which the Swingline Lender's Applicable Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Lenders and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall be outstanding as a Revolving Loan of the respective Lenders. The Borrower authorizes the Administrative Agent and the Swingline Lender to charge the Borrower's account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swingline Lender the amount of such Refunded Swingline Loans to the extent amounts received from Lenders, including amounts deemed to be received from the Swingline Lender, are not exceed for sufficient to repay in full such Refunded Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender at should be recovered by or on behalf of the time Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of any incurrence thereof creditors or otherwise, the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as loss of the case may be, of such Class of such Lender as set forth amount so recovered shall be ratably shared among all Lenders in the applicable Incremental Facility Agreement.manner contemplated by Section

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein and relying upon the representations and warranties set forth herein, each Lender having an Initial Term Loan Commitment agrees, severally and not jointly, to make a loan in Dollars Loans to the Borrower denominated in Dollars in a single draw on the Closing Funding Date in a an aggregate principal amount not to exceed its Initial Term Loan CommitmentCommitment (the Loans made pursuant to this Section 2.01(a) being the “Initial Term Loans”). To Amounts paid or prepaid in respect of the extent repaid, Initial Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementset forth herein, and relying upon the Initial representations and warranties set forth herein, (i) each Lender having an Initiala 2025 Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender Credit Commitment agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make loans 2025 Revolving Credit Loans denominated in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time time, on any Business Day during the period from the Business Day following the Closing Date to but not and including the Initial Funding Date until the Initial2025 Revolving Credit CommitmentFacility Maturity Date, in an aggregate principal outstanding amount not to exceed at any time outstanding not exceeding the Swingline amount of the Initial2025 Revolving Credit Commitment; provided that no Borrowing on or prior to the Closing Date the aggregate Outstanding Amount of Swingline Revolving Credit Loans that are borrowed to fund the Special Distribution and pay any fees and expenses in connection with the Transactions shall be made if immediately not exceed the Closing Date Revolving Available Amount; provided, further, that after giving effect thereto to any 2025 Revolving Credit Borrowing (and the application of proceeds thereof), the proceeds therefromaggregate Outstanding Amount of the 2025 Revolving Credit Loans of any Lender, (i) the Swingline plus such Lender’s Revolving Credit Exposure would L/C Exposure, plus such Lender’s Swing Line Exposure, shall not exceed its such Lender’s 2025 Revolving Credit Commitment or (the Revolving Credit Loans made pursuant to this Section 2.01(b)(i), being the “Initial2025 Revolving Credit Loans”) and (ii) each Lender having a 2027 Revolving Credit Commitment agrees, severally and not jointly, to make 2027 Revolving Credit Loans denominated in Dollars to the sum Borrower from time to time, on any Business Day during the period from and including the Extension Amendment No. 1 Effective Date until the 2027 Revolving Facility Maturity Date, in an aggregate outstanding amount not to exceed at any time the amount of the 2027 Revolving Credit Commitment; provided, that after giving effect to any 2027 Revolving Credit Borrowing (x) and the application of proceeds thereof), the aggregate principal amount Outstanding Amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate 2027 Revolving Credit Commitments at Loans of any Lender, plus such timeLender’s L/C Exposure, plus such Lender’s Swing Line Exposure, shall not exceed such ▇▇▇▇▇▇’s 2027 Revolving Credit Commitment (the Revolving Credit Loans made pursuant to this Section 2.01(b)(ii), being the “2027 Revolving Credit Loans”). Subject Within the limits of each 2025 Revolving Credit Lender’s 2025 Revolving Credit Commitment, the limits of each 2027 Revolving Credit Lender’s 2027 Revolving Credit Commitment, and subject to and on the other terms and conditions of this Agreementhereof, the Borrower may borrow, repay (including by means of a Borrowing prepay and reborrow 2025 Revolving Credit Loans and/or 2027 Revolving Credit Loans. Revolving Credit Loans may be ABR Loans, Eurodollar Loans or SOFR Loans as further provided herein. Each borrowing of Revolving Credit Loans pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to shall be allocated pro rata among the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional 2025 Revolving Credit Commitment or Additional Term Loan Commitments, as Facility and the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional 2027 Revolving Credit Commitment or Additional Term Loan CommitmentFacility; provided that, as following the case may be2025 Revolving Facility Maturity Date, of such Class of such Lender as set forth all Revolving Credit Loans will be made by the 2027 Revolving Credit Lenders in the applicable Incremental Facility Agreement.accordance with their Pro Rata Shares

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, and relying upon the Initial representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans shall be available to the Borrowers at any time and from time to time from the Effective Date to the Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Credit Commitment; (ii) each Term Loan A Lender severally agrees to make a Term Loan A to the Borrowers on the Closing Effective Date in an aggregate principal amount not to exceed the amount of up to $150,000,000.such Lender’s Term Loan A Commitment; and (ciii) The Swingline each Term Loan B Lender agrees, subject severally agrees to and make a Term Loan B to the Borrowers on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Effective Date to but not including the Initial Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not exceeding to exceed the Swingline amount of such Lender’s Term Loan B Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and . (b) Notwithstanding the application of the proceeds therefrom, foregoing, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such timeany time to the Borrowers shall not exceed the difference between (A) the then current Availability, and (yB) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and Obligations; (zii) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Total Revolving Credit Commitments at such time. Subject Commitment and the Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to and zero on the terms and conditions of this AgreementMaturity Date; (iii) within the foregoing limits, the Borrower Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline 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 Loan A or the Term Loan B which is repaid or prepaid may not be reborrowed. (dc) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional The Total Revolving Credit Commitment or Additional Term shall be increased from $55,000,000 to $65,000,000 (and each Revolving Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Lender’s Revolving Credit Commitment or Additional Term Loan Commitmentshall 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, as 2005 and ending on September 30, 2005 (the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement“Revolving Credit Commitment Increase Period”).

Commitments. (a) Prior to the Closing Date the Lender made revolving loans to the Borrower under the Existing Credit Agreement, of which a principal amount of $3,311,878.00 remains outstanding as of the Closing Date, and together with all accrued and unpaid interest and fees of $16,032.07 (such outstanding principal, interest and fees, the “Outstanding Obligations”). Each Initial Term of the Borrower and the Lender severally acknowledges and agrees, subject to and on the terms and conditions set forth herein, that the Outstanding Obligations shall be deemed funded by the Lender on the Closing Date as part of the Term Loan under this Section 2.1(a), and such funding shall be deemed to refinance hereunder the Outstanding Obligations under the Existing Credit Agreement. In addition, the Lender agrees, subject to the terms and conditions set forth herein, to make a term loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial of $3,672,089.93 (and together with the Outstanding Obligations, the “Term Loan CommitmentLoan”). To the extent repaid, the Term Loans Loan may not be reborrowed. Each Initial Revolving . (b) The Lender severally agrees, subject to and on the terms and conditions of this Agreementset forth herein, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during before the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, ; provided that no Borrowing of Initial Revolving Loans shall be made ifthat, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) each Revolving Loan is made, the aggregate outstanding principal amount of Initial the Revolving Loans of by the Lender shall not exceed $1,000,000 (as such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such figure may be reduced from time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such to time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of as provided in this Agreement, the Borrower may borrow, repay and reborrow Initial “Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline LoansCredit Commitment”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this AgreementSection 3.2, the Borrower may borrowborrow under this Section 2.1(b), repay (including by means of a Borrowing of or prepay Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Loans. (dunder this Section 2.1(b) Subject to at any time before the terms and conditions of this Agreement Revolving Credit Termination Date, and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment such repayment or Additional Term Loan Commitments, as the case prepayment may be, of a given Class, severally be made in whole or in part and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment without premium or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementpenalty.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, the each Lender holding an Initial Revolving Commitment agrees, severally and not jointly, to make Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (eachin Dollars or in one or more Alternative Currencies, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on any Business Day during and after the period from date hereofRestatement Date, and until the Business Day following the Closing Date to but not including earlier of the Initial Revolving Credit Maturity DateDate and the termination of the Initial Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Lender’s Revolving Credit Exposure would exceed its exceeding such Lender’s Initial Revolving Credit Commitment or (ii) Commitment. Within the sum of (x) limits set forth in this Section 2.01 and subject to the aggregate principal amount of Revolving Loans outstanding at such timeterms, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time conditions and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementlimitations set forth herein, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) pay or prepay and reborrow Swingline Loans. (di) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementrelying upon the representations and warranties herein set forth and in the Second Amendment, each 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 any Additional the New 2020 Revolving Credit Commitment or Additional Term Loan CommitmentsLenders, as the case may be, of a given Class“2020 Revolving Lenders”) agrees, severally and not jointly, agrees to make Additional 2020 Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerBorrower in Dollars or in one or more Alternative Currencies, which Loans shall not exceed for at any such Lender at time and from time to time on and after the time Second Amendment Closing Date, and until the earlier of any incurrence thereof the Additional 2020 Revolving Credit Maturity Date and the termination of the 2020 Revolving Commitment or Additional Term Loan Commitment, as the case may be, of such Class 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 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, that 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 such Exchanging Revolving Lender elects to exchange all of such Lender’s Initial Revolving Commitments for 2020 Revolving Commitments, the amount of Initial Revolving Commitments held by such Exchanging Revolving Lender shall be exchanged for the amount of such Exchanging Revolving Lender’s 2020 Revolving Commitment as set forth in the applicable Incremental Facility Agreementunder Part II of Schedule 2.01 hereto.

Commitments. (a) Each Initial Term Lender severally agrees, On and subject to and on the terms and conditions of this Agreementset forth herein, (a) each Lender severally agrees to make loans (each such loan, a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to Alterra Capital, Alterra Bermuda, and, upon satisfaction of the conditions in Section 2.14, each Designated Borrower, in Dollars from time to time, on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as such Borrower may from time to time request, (b) each Lender that is not a Participating Bank severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of Alterra Capital, Alterra Bermuda (or at the request of Alterra Bermuda for the account of any Insurance Subsidiary of Alterra Capital which is not a Borrower), and, upon satisfaction of the conditions in Section 2.14, each Designated Borrower, from time to time on any Business Day during the period from Availability Period and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided each Participating Bank Issuer hereby agrees that no Borrowing of Initial Revolving Loans it shall be made ifseverally (and not jointly) liable for an amount equal to its Applicable Percentage plus its Participating Bank’s Applicable Percentage and each Participating Bank hereby agrees to purchase a risk participation in the obligations of such Participating Bank Issuer under any such Several Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage, immediately and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of Alterra Capital, Alterra Bermuda (or at the request of Alterra Bermuda for the account of any Insurance Subsidiary of Alterra Capital which is not a Borrower) and each Designated Borrower, from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 2.03; provided, that after giving effect thereto and the application of the proceeds therefrom:to any Credit Extension pursuant to this Section 2.01, (iA) the sum of Total Outstanding Amount shall not exceed the Aggregate Commitments, (xB) the aggregate Total Outstanding Amount of any Lender shall not exceed such Lender’s Commitment, (C) the aggregate outstanding principal amount of Initial Revolving Loans of such Lender outstanding at such time, shall not exceed the Loan Sublimit, (yD) such LenderBorrower’s Swingline Exposure at such time and Outstanding Amount (z) such ▇▇▇▇▇▇’s Letter including, in the case of Alterra Bermuda, L/C Obligations for Letters of Credit Exposure at issued for the account of any Insurance Subsidiary of Alterra Capital which is not a Borrower) shall not exceed such time would exceed its Initial Revolving Credit Commitment at such time; orBorrower’s Borrowing Base, and (iiE) the sum of (x) the aggregate principal stated amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter all Letters of Credit Exposure of all Revolving Lenders at such time would denominated in an Alternative Currency shall not exceed the aggregate Initial Revolving Credit Commitments at such timeAlternative Currency L/C Sublimit. Subject to Within the foregoing limits, and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject subject to the terms and conditions hereof, an L/C Applicant’s ability to obtain Letters of Credit shall be fully revolving and accordingly an L/C Applicant may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Within the limits of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, Section 2.01 and subject to and on the other terms and conditions of this Agreement, to make loans in Dollars to the Borrower (eachhereof, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrowborrow Loans under this Section 2.01, repay (including by means of a Borrowing of Revolving prepay Loans pursuant to under Section 2.02(e)) 2.04 and reborrow Swingline LoansLoans under this Section 2.01. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties set forth herein: (a) each Term Lender agrees, severally and not jointly, to (i) make a loan in Dollars an Initial Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Initial the initial amount of such Term Lender’s Term Loan Commitment. To Commitment (if any), (ii) make a 2018 Incremental Term Loan to the extent repaidBorrower 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 Loans may Loan to the Borrower on the Third Incremental Amendment Date in a principal amount not be reborrowed. Each Initial 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 severally agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) Loans to the Borrower, at any time and from time to time on any Business Day during the period from and including, subject to Section 2.01(c), after the Closing Date to but not including until the Initial earlier of the Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto Date and the application termination of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans Commitment of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on in accordance with the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Datehereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure exceeding the Swingline such Lender’s Revolving Commitment; provided that no Borrowing of Swingline Revolving Loans shall only be made if immediately after giving effect thereto and to the application of Borrower on the proceeds therefrom, Closing Date (a) in an amount not to exceed $10,000,000 to fund (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or consideration for the Acquisition and Transaction Expenses, (ii) any original issue discount or upfront fees required to be funded on the sum Closing Date (including in connection with the issuance of (xthe 2025 Unsecured Notes) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (ziii) working capital, and (b) to cash collateralize letters of credit outstanding under the aggregate principal amount Existing Credit Agreements; and (c) each 2021 Extending Term Lender acknowledges that all of Swingline the Initial Term Loans outstanding at held by such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and 2021 Extending Lender on the terms Sixth Amendment Effective Date were converted into 2021 Extended Term Loans as further set forth in the Sixth Amendment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions of this Agreementand limitations set forth herein, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) or prepay and reborrow Swingline Revolving Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial On the SecondThird Amendment Effective Date, the initial Term Lender severally agrees, subject Lenders made the Existing Tranche B-1 Term Loans (as defined in the Third Amendment) to and on the Borrower in the original aggregate principal amount of $920,791,875. Subject to the terms and conditions of this Agreementset forth in the Third Amendment, the Third Amendment Term Lenders (as defined in the Third Amendment) agree, severally and not jointly, to make a loan the Third Amendment Tranche B-1 Term Loans (as defined in Dollars the Third Amendment) to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan CommitmentThird Amendment Effective Date. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans1,267,000,000. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender and each Additional Lender with any Additional Revolving Credit Commitment or Additional Term Loan CommitmentsCommitment, as the case may be, of for a given ClassClass severally, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof thereof, the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in or Additional Lender on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Facility AgreementTerm 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.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline each Lender agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make loans in Dollars Loans to the any Borrower (each, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on until the last day of the Revolving Period or the prior termination of the Commitment of such Lender up to the amount of such Lender's Available Commitment, each Fronting Bank agrees to issue Letters of Credit for the account of any Borrower at any time and from time to time until the fifth Business Day during preceding the period from last day of the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, Period in an aggregate principal stated amount at any time outstanding not exceeding to exceed such Fronting Bank's LC Fronting Bank Commitment, and each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.19, subject, however, to the Swingline Commitment; provided conditions that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) at no time shall Outstanding Credits exceed the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or Total Commitment, (ii) at no time shall any Lender's Outstanding Credits exceed the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such timeLender's Commitment, (yiii) at no time shall the aggregate Outstanding Credits available to any Borrower exceed the Total Commitment, and (iv) at no time shall any Fronting Bank make any Extension of Credit relating to a Letter of Credit Exposure if such Extension of all Revolving Lenders at such time and (z) Credit would cause the aggregate principal amount of Swingline Loans outstanding at such time would Outstanding Credits to exceed the Total Commitment or the aggregate Revolving Credit Commitments at LC Outstandings relating to such timeFronting Bank to exceed such Fronting Bank's LC Fronting Bank Commitment. Subject to and on Within the terms and conditions of this Agreementforegoing limits, the Borrower Borrowers may borrow, repay (including by means pay or prepay Loans and request new Extensions of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) Credit hereunder, on and reborrow Swingline Loans. (d) Subject after the date hereof and prior to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class Maturity Date subject to the Borrowerterms, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as conditions and limitations set forth in the applicable Incremental Facility Agreementherein.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan CommitmentCredit Extensions as set forth below. SECTION 2.1.1. To the extent repaid, Term Loans may not be reborrowedREVOLVING LOAN COMMITMENT AND SWING LINE LOAN COMMITMENT. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from From time to time on any Business Day during the period occurring from and includingafter the Effective Date but prior to the Commitment Termination Date, (a) each Lender agrees that it will make loans (relative to such Lender, its "REVOLVING LOANS") to the Borrower equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrower to be made on such day; and (b) the Swing Line Lender agrees that it will make loans (its "SWING LINE LOANS") to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "SWING LINE LOAN COMMITMENT". On the terms and subject to Section 2.01(c)the conditions hereof, the Closing Date Borrower may from time to but not including the Initial Revolving Credit Maturity Datetime borrow, provided that no Borrowing of Initial prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be made permitted or required to make any Revolving Loan if, immediately after giving effect thereto and thereto, the application aggregate outstanding principal amount of all Revolving Loans of such Lender, together with such Lender's Percentage of the proceeds therefrom: aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender's Percentage of the lesser of the then existing (x) Revolving Loan Commitment Amount and (y) the Borrowing Base Amount then in effect. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the sum of (x) the aggregate outstanding principal amount of Initial Revolving all Swing Line Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit the then existing Swing Line Loan Commitment at such time; or Amount or (ii) the sum of all Swing Line Loans, Revolving Loans and the aggregate amount of Letter of Credit Outstandings would exceed the lesser of the (x) the aggregate principal amount of Initial then existing Revolving Loans outstanding at such time, Loan Commitment Amount and (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving LoansBorrowing Base Amount then in effect. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from SECTION 2.1.2. LETTER OF CREDIT COMMITMENT. From time to time on any Business Day during occurring from and after the period Effective Date but prior to the Commitment Termination Date, the relevant Issuer agrees that it will (a) issue one or more standby letters of credit (relative to such Issuer, its "LETTER OF CREDIT") for the account of the Borrower or any Subsidiary Guarantor in the Stated Amount requested by the Borrower on such day; or (b) extend the Stated Expiry Date of an existing standby Letter of Credit previously issued hereunder. No Stated Expiry Date shall extend beyond the earlier of (i) the Commitment Termination Date and (ii) unless otherwise agreed to by such Issuer in its sole discretion, one year from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; provided that no Borrowing date of Swingline Loans such extension. No Issuer shall be made if immediately permitted or required to issue any Letter of Credit if, after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving aggregate amount of all Letter of Credit Exposure Outstandings would exceed its Revolving the Letter of Credit Commitment Amount or (ii) the sum of (x) the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding at such time, would exceed the lesser of the (x) then existing Revolving Loan Commitment Amount and (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline LoansBase Amount then in effect. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementcontained herein, each Bank severally agrees to make a loan in Dollars Committed Loans to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time▇, (y) the aggregate principal amount of Swingline Loans outstanding at such time Cementerios and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such timeFunerarias as hereinafter set forth. Subject to and on the terms and conditions of this AgreementSpecifically, the Borrower may borrow, repay Banks agree to extend to ▇▇▇▇▇▇▇ a revolving line of credit facility and reborrow Initial Revolving Loans. (b) Subject to make Committed Loans to ▇▇▇▇▇▇▇ thereunder from time to time through the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Termination Date in an aggregate maximum principal amount of up to $150,000,000. 512,000,000 outstanding at any one time (c) The Swingline Lender agreesas extended, subject renewed, modified or rearranged from time to time, the "▇▇▇▇▇▇▇ Revolving Facility"). Additionally, the Banks agree to extend to Cementerios a revolving line of credit facility and on the terms and conditions of this Agreement, to make loans in Dollars Committed Loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), Cementerios thereunder from time to time on any Business Day during through the period from the Business Day following the Closing Termination Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate maximum principal amount of Revolving Loans up to $37,000,000 outstanding at such any one time (as extended, renewed, modified or rearranged from time to time, (y) the "Cementerios Revolving Facility"). Additionally, the Banks agree to extend to Funerarias a revolving line of credit facility and to make Committed Loans to Funerarias thereunder from time to time through the Termination Date in an aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate maximum principal amount of Swingline Loans up to $51,000,000 outstanding at such any one time would exceed the aggregate Revolving Credit Commitments at such (as extended, renewed, modified or rearranged from time to time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow"Funerarias Revolving Facility"). The Committed Loans made under such Revolving Facilities shall be evidenced by the ▇▇▇▇▇▇▇ Committed Notes, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) the Cementerios Committed Notes and reborrow Swingline Loans. (d) Subject the Funerarias Committed Notes, respectively, delivered to the terms and conditions Banks. Committed Loans made under each Revolving Facility may consist of this Agreement and any applicable Incremental Facility AgreementBase Rate Loans or LIBOR Rate Loans, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitmentsa combination thereof, as the case subject Borrower may berequest, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything contained herein to the contrary, the maximum obligation of a given Classeach Bank with respect to Committed Loans made under each Revolving Facility shall be limited to its Pro Rata Share thereof, severally and not jointly, agrees in no event shall the obligations of the Banks to make Additional Committed Loans under each Revolving Loans and/or Additional Term Loans, as Facility be deemed to be joint and several. Failure by any one of the case may be, Banks to honor its obligations hereunder shall not render the non-defaulting Banks liable to fulfill the obligations of such Class to defaulting Bank, but any such failure by one of the Borrower, which Loans Banks shall not exceed for any such Lender at relieve the time non-defaulting Banks of any incurrence thereof the Additional their obligations to fund their Pro Rata Share of Committed Loans under each Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementFacility.

Commitments. (a) [Reserved]. (b) Each Initial Term Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Revolving Credit Commitment, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of made pursuant to such Lender outstanding at such timeBorrowing), (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of the Revolving Credit Exposure at such time of any Revolving Credit Lender would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and or (z) the aggregate Letter of Aggregate Revolving Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to the Borrower, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Swingline Maturity Date (or, if earlier, the Revolving Credit Maturity 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 and its Letter of Credit Exposure at such time, would exceed the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (iy) the Swingline Lender’s Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and or (z) the aggregate principal amount of Swingline Loans outstanding at such time Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit 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 the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Sections 2.20(a)(iii) and 2.20(a)(iv)) 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, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e2.2(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which . All Swingline Loans shall not exceed for any such Lender bear interest at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementAdjusted Base Rate.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make a loan in Dollars Initial Term Loans to the Borrower on the Closing Date or, in the case of the First Amendment Incremental Term Loans, on the First Amendment Closing Date, or in the case of the 2021 Replacement Term Loans, on the Third Amendment Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment, (ii) each Second Incremental Term Loan Lender severally, and not jointly, agrees to make Second Amendment Incremental Term Loans to the Borrower on the Second Amendment Closing Date and (iii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower in Dollars at any time and from time to time on and after the 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. To Within the extent repaidforegoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans and the Second Amendment Incremental Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender with any an Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans in Dollars (each, an “Initial a "Dollar Revolving Loan,” " and collectively, the “Initial "Dollar Revolving Loans”") to the BorrowerMatria, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Restatement Effective Date to but not including the Initial Revolving Credit Maturity Termination Date, provided that no Borrowing of Initial Dollar Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefromthereto: (i) the sum of (xy) the aggregate principal amount Dollar Amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Lender's Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate principal amount of Initial Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Dollar Revolving Loans made pursuant to such Borrowing) and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, Matria may borrow, repay and reborrow Dollar Revolving Loans. (b) Each Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans in any Foreign Currency (each, a "Foreign Currency Revolving Loan," and collectively, the "Foreign Currency Revolving Loans") to any Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Termination Date, provided that no Borrowing of Foreign Currency Revolving Loans shall be made if, immediately after giving effect thereto: (i) the sum of (y) the aggregate principal Dollar Amount of Revolving Loans of such Lender outstanding at such time and (z) such Lender's Letter of Credit Exposure at such time would exceed its Revolving Credit Commitment at such time; (ii) the sum of (x) the aggregate principal Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time; or (iii) the aggregate principal Dollar Amount of Foreign Currency Revolving Loans outstanding at such time would exceed the Foreign Currency Sublimit. Subject to and on the terms and conditions of this Agreement, the each Borrower may borrow, repay and reborrow Initial Foreign Currency Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “"Swingline Loan,” " and collectively, the “"Swingline Loans”)") to Matria, from time to time on any Business Day during the period from the Business Day following the Closing Restatement Effective Date to but not including the Initial Revolving Credit Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; , notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal Dollar Amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower Matria may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.a

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Restatement Effective Date to but not including the Initial Revolving Credit Maturity Termination Date, in Dollars in an aggregate principal amount at any time outstanding not greater than its Commitment, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: of Revolving Loans made pursuant to such Borrowing), (i) the sum Credit Exposure of (x) the aggregate principal amount of Initial Revolving Loans of such any Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) would exceed such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Aggregate Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this AgreementAgreement and the Sweep Program (as long as it remains in effect), to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to the Borrower, from time to time on any Business Day during the period from and including the Business Day following the Closing Restatement Effective Date to but not including the Initial Revolving Credit 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 if, immediately after giving effect thereto thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time, and provided further that the application 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 the proceeds therefrom, Swingline Lender (iin its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s Revolving Credit actual or potential Fronting Exposure would exceed its Revolving Credit Commitment (after giving effect to Section 2.22(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or (ii) that the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of Swingline Loan and all Revolving Lenders at such time and (z) the aggregate principal amount of other Swingline Loans outstanding at such time would exceed as to which the aggregate Revolving Credit Commitments at such timeSwingline 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 AgreementAgreement and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e2.2(e)) and reborrow Swingline Loans. . By their execution of this Agreement, the Borrower, ▇▇▇▇▇ Fargo, and the Lenders hereby agree that effective as of the Restatement Effective Date (di) Subject the aggregate outstanding principal balance of 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 conditions of this Agreement and any applicable Incremental Facility Agreementthereof, each (ii) ▇▇▇▇▇ Fargo shall be the Swingline Lender hereunder with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees respect to make Additional Revolving Loans and/or Additional Term such Swingline Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in and (iii) the applicable Incremental Facility provisions of the Existing Credit Agreement with respect to such Swingline Loans are replaced by this Agreement.

Commitments. (a) Each Initial Tranche B Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars (each, a “Tranche B Term Loan,” and collectively, the “Tranche B Term Loans”) to the Borrower Company on the Closing Date in a principal amount not to exceed its Initial Tranche B Term Loan Commitment. No Tranche B Term Loans shall be made at any time after the Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Each Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Dollar Revolving Loan,” and collectively, the “Swingline Dollar Revolving Loans”)) to the Company, from time to time on any Business Day during the period from the Business Day following and including the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Dollar Revolving Loans shall be made if if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefromof Dollar Revolving Loans made pursuant to such Borrowing), (iy) the Swingline Lender’s Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and or (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 Company may borrow, repay and reborrow Dollar Revolving Loans. (c) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans in any Foreign Currency (each, a “Foreign Currency Revolving Loan,” and collectively, the “Foreign Currency Revolving Loans”) to any Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Revolving Credit Termination Date, provided that no Borrowing of Foreign Currency Revolving Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal outstanding Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Revolving Loans outstanding at such time would exceed the Foreign Currency Subcommitment at such time, (y) the Revolving Credit Exposure of 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 Borrowers may borrow, repay and reborrow Foreign Currency Revolving Loans. (d) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Company, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the 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 Dollar Amount (determined as of the most recent Revaluation Date) of the Revolving Loans made by the Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such time, would exceed the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (y) the Revolving Credit Exposure of 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 Company may borrow, repay (including by means of a Borrowing of Dollar Revolving Loans pursuant to Section 2.02(e2.2(e)) and reborrow Swingline Loans. (de) Subject Each Incremental Term Lender with respect to a particular Series of Incremental Term Loans severally agrees, subject to and on the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementTerm Loan Amendment, to make an Incremental Term Loan of such Series to the Company on the applicable Incremental Term Loan Effective Date in a principal amount not to exceed its Incremental Term Loan Commitment with respect to such Series. To the extent repaid, Incremental Term Loans may not be reborrowed.

Commitments. (a) Each Initial Term Upon and subject to the terms and conditions hereof, (i) each Tranche 1 Lender severally agreeshereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Account Party, subject to and on the terms and conditions of this AgreementArticle III, (ii) the Fronting Bank hereby agrees from time to make a loan time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Account Party and each Tranche 1 Lender hereby agrees to purchase participations in Dollars to the Borrower on obligations of the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agreesFronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit, subject to and on the terms and conditions of this Agreement, Article III and (iii) each Tranche 1 Lender hereby agrees to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to one or more of the Borrower, Borrowers from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Effective Date to but not including the Initial Revolving Credit Maturity Tranche 1 Termination Date, ; provided that no Borrowing of Initial Revolving Loans Tranche 1 Lender shall be made obligated to make or participate in any Tranche 1 Credit Extension if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of thereto, (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Tranche 1 Credit Exposure at such time of any Tranche 1 Lender would exceed its Initial Revolving Credit Tranche 1 Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Tranche 1 Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments Tranche 1 Commitment at such time. Subject time or (z) with respect to and on any Tranche 1 Credit Extension constituting the terms and conditions Issuance of this AgreementTranche 1 Letters of Credit, the Borrower may borrowapplicable conditions in Section 3.4 are not met. Within the foregoing limits, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions hereof, the Borrowers may borrow, repay and reborrow Loans, and the Account Parties may obtain Tranche 1 Letters of this Agreement, Credit on a revolving basis to make loans in Dollars replace Tranche 1 Letters of Credit that have expired or that have been drawn upon and reimbursed. (b) Upon and subject to the Borrower terms and conditions hereof, (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), i) each Tranche 2 Lender hereby agrees from time to time on any Business Day during the period Availability Period to Issue Tranche 2 Letters of Credit as Syndicated Letters of Credit for the account of any Account Party, subject to the terms and conditions of Article III and (ii) the Fronting Bank hereby agrees from the time to time on any Business Day following during the Closing Date Availability Period to but not including Issue Tranche 2 Letters of Credit as Participated Letters of Credit for the Initial Revolving account of any Account Party and each Tranche 2 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 2 Letters of Credit Maturity Dateissued as Participated Letters of Credit, in an aggregate principal amount at any time outstanding not exceeding subject to the Swingline Commitmentterms and conditions of Article III; provided that no Borrowing of Swingline Loans Tranche 2 Lender shall be made if obligated to Issue or participate in any Tranche 2 Letter of Credit if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (iw) the Swingline Lender’s Revolving Tranche 2 Letter of Credit Exposure of any Tranche 2 Lender would exceed its Revolving Credit Tranche 2 Commitment or (ii) the sum of at such time, (x) the aggregate principal amount Tranche 2 Letter of Revolving Loans outstanding Credit Exposure would exceed the aggregate Tranche 2 Commitment at such time, (y) the sum of the aggregate Tranche 2 Letter of Credit Exposure attributable to such Account Party on whose account the Tranche 2 Letter of all Revolving Lenders Credit is being issued exceeds the Borrowing Base of such Account Party at such time and or (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed applicable conditions in Section 3.4 are not met. Within the aggregate Revolving Credit Commitments at such time. Subject foregoing limits, and subject to and on the terms and conditions of this Agreementhereof, the Borrower Account Parties may borrow, repay (including by means obtain Tranche 2 Letters of Credit on a Borrowing revolving basis to replace Tranche 2 Letters of Revolving Loans pursuant to Section 2.02(e)) Credit that have expired or that have been drawn upon and reborrow Swingline Loansreimbursed. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars (each, a “Term Loan,” and collectively, the “Term Loans”) to the Borrower on the Closing Date in a principal amount not to exceed its Initial 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 Initial Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including excluding the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Revolving Credit Commitment, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of made pursuant to such Lender outstanding at such timeBorrowing), (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of the Revolving Credit Exposure at such time of any Revolving Credit Lender would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and or (z) the aggregate Letter of Aggregate Revolving Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to the Borrower, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including excluding the Initial Swingline Maturity Date (or, if earlier, the Revolving Credit Maturity 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 the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (ix) the Swingline Lender’s Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Revolving Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such timetime or (z) any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e2.2(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, Upon and subject to and on the terms and conditions of this Agreementhereof, to make (i) each Lender (other than a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”Non-NAIC Lender) to the Borrower, hereby agrees from time to time on any Business Day during the period from and includingAvailability Period to Issue Letters of Credit as Syndicated Letters of Credit for the account of any Borrower, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this AgreementARTICLE III, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (cii) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), each Fronting Bank hereby agrees from time to time on any Business Day during the period Availability Period to Issue Letters of Credit as Participated Letters of Credit for the account of any Borrower and each Lender hereby agrees to purchase participations in the obligations of the such Fronting Bank under Letters of Credit issued by it as Participated Letters of Credit, subject to the terms and conditions of ARTICLE III, (iii) ▇▇▇▇▇ Fargo, in its capacity as a Fronting Bank, hereby agrees from the time to time on any Business Day following during the Closing Date Availability Period to but not including Issue the Initial Revolving Ratable Share of ING of any Letter of Credit Maturity Dateissued as a Syndicated Letter of Credit (and ING hereby agrees to purchase participations in the obligations of ▇▇▇▇▇ Fargo in such capacity in the amount of its Ratable Share of such Letter of Credit), in an aggregate principal amount at and (iv) each Lender hereby agrees to make loans (each, a “Loan,” and collectively, the “Loans”) to any Borrower from time outstanding not exceeding to time on any Business Day during the Swingline CommitmentAvailability Period; provided that no Borrowing of Swingline Loans Lender shall be made if obligated to make or participate in any Credit Extension if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (iv) the Swingline Lender’s Revolving Credit Exposure of such Lender would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (yw) the aggregate Letter of Credit Exposure of all Revolving Lenders would exceed the Aggregate Commitments at such time and time, (x) with respect to any Credit Extension, the applicable conditions in Section 3.4 or Section 4.2 are not met (y) with respect to any Borrowing of Loans, the aggregate outstanding principal amount of Loans would exceed the Revolver Sublimit, or (z) the Dollar Amount of the aggregate principal amount Stated Amount of Swingline Loans outstanding at such time all Letters of Credit denominated in a Foreign Currency would exceed the aggregate Revolving Credit Commitments at such timeForeign Currency Sublimit. Subject Within the foregoing limits, and subject to and on the terms and conditions of this Agreementhereof, the Borrower Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of on a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term revolving basis Loans, as the case and may be, obtain Letters of such Class Credit on a revolving basis to the Borrower, which Loans shall not exceed for any such Lender at the time replace Letters of any incurrence thereof the Additional Revolving Credit Commitment that have expired or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementthat have been drawn upon and reimbursed.

Commitments. (a) Each Initial Lender severally agrees, subject to and on ----------- the terms and conditions of this Agreement, to make a loan (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment. No Tranche A Term Loans shall be made at any time after the Closing Date. To the extent repaid, Tranche A Term Loans may not be reborrowed. In addition, each Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars (each, a "Tranche B Term Loan," and collectively, the "Tranche B Term Loans," and collectively with the Tranche A Term Loans, the "Term Loans") to the Borrower on the Closing WOKR Acquisition Date in a principal amount not to exceed its Initial Tranche B Term Loan Commitment, provided that -------- such date occurs on or before the Tranche B Term Loan Commitment Expiration Date (it being understood that all Tranche B Term Loan Commitments shall terminate on the Tranche B Term Loan Commitment Expiration Date unless the WOKR Acquisition shall have been consummated as of such date). In the event of the termination of the Tranche B Term Loan Commitments as provided above, for purposes of this Agreement all Term Loans shall consist of the Tranche A Term Loans. No Tranche B Term Loans shall be made at any time after the WOKR Acquisition Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. . (b) Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial a "Revolving Loan,” " and collectively, the “Initial "Revolving Loans”") to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding greater than the Swingline Commitment; excess, if any, of its Revolving Credit Commitment at such time over its Letter of Credit Exposure at such time, provided that no Borrowing of Swingline Revolving Loans shall be made if if, -------- immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, time and (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Revolving Loans. (d) Subject . Each Lender's obligation to fund its pro rata share of the Revolver Increase is subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementSection 2.19 hereof.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, and relying upon the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000.representations and warranties herein set forth: (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional an Effective Date Term Loan Commitments, as the case may be, of a given ClassCommitment agrees, severally and not jointly, agrees to make Additional Revolving or cause to be made on the Effective Date, a Term Loan to the Borrowers in an aggregate principal amount not to exceed its Effective Date Term Loan Commitment and the Term Loans and/or Additional of all Lenders made on the Effective Date shall be in an aggregate principal amount not to exceed the Total Effective Date Term LoansLoan Commitment. (ii) each Lender with a Delayed Draw Term Loan Commitment agrees, as severally and not jointly, to make or cause to be made, from time to time after the case may beEffective Date and prior to the Delayed Draw Term Loan Commitment Termination Date, Term Loans to the Borrowers in an aggregate principal amount not to exceed the lesser of (A) its Delayed Draw Pro Rata Share of such Class Term Loan and (B) its Delayed Draw Term Loan Commitment; provided, that, such Term Loans shall be subject to the Borrower, which terms of Section 5.02 of this Agreement. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of all Term Loans made on the Effective Date pursuant to this Agreement shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Total Effective Date Term Loan Commitment. (ii) The aggregate principal amount of all Term Loans made after the Effective Date pursuant to the Delayed Draw Term Loan Commitment pursuant to this Agreement shall not exceed the Total Delayed Draw Term Loan Commitment. (iii) The Total Effective Date Term Loan Commitment shall be permanently terminated immediately and without further action upon the funding of the Term Loan on the Effective Date. The Total Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan after the Effective Date in an amount equal to such funded Term Loan; provided, as that, for the case may beavoidance of doubt, any interest that is paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan pursuant to Section 2.04(a) shall not reduce the Total Delayed Draw Term Loan Commitment. Each Lender’s Effective Date Term Loan Commitment shall be permanently terminated immediately and without further action upon the funding of the Term Loan on the Effective Date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan after the Effective Date made pursuant to a Delayed Draw Term Loan Commitment in an amount equal to such Lender’s Delayed Draw Pro Rata Share of such Class funded Term Loan; provided, that, for the avoidance of doubt, any interest that is paid by capitalizing such Lender as set forth in interest and adding such capitalized interest to the applicable Incremental Facility Agreementthen outstanding principal amount of the Term Loan pursuant to Section 2.04(a) shall not reduce such Lender’s Delayed Draw Term Loan Commitment. Notwithstanding the foregoing, the undrawn Total Delayed Draw Term Loan Commitment and each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of any Lender’s Term Loan on such date. Any principal amount of the Term Loans which is repaid or prepaid may not be reborrowed.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this set forth herein, each Lender (as defined in the Exiting Credit Agreement, to make a loan in Dollars ) party to the Borrower on the Closing Date in a principal amount not Existing Credit Agreement immediately prior to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject giving effect to and on the terms and conditions of this Agreement, to make revolving loans in Dollars Amendment Agreement (each, an “Initial Existing Lender”) that executes and delivers a signature page in the form of Annex A hereto (a “Lender Signature Page”) to the Administrative Agent hereby severally agrees (i) to the terms of this Amendment Agreement and the terms of the Amended and Restated Credit Agreement, the Amended and Restated Security Agreement, the Amended and Restated Pledge Agreement and the other Loan Documents and (ii)(A) to extend all or a portion of its Existing Commitment (such extended Existing Commitments, the “Rolling Commitments”; any such amount of Existing Commitments not extended as Rolling Commitments, the “Non-Allocated Existing Commitments”; and all such extending Existing Lenders, the “Extending Lenders”) by providing an A&R Commitment to the Borrowers in the amount set forth opposite such Extending Lender’s name on Schedule 2.01 to the Amended and Restated Credit Agreement or (B) increase its Existing Commitment by providing (x) a Rolling Commitment in an amount equal to its Existing Commitment plus (y) a new A&R Revolving Loan,Commitment (such new A&R Revolving Commitment, the “Increased Revolving Commitment” and, together with the Rolling Commitment in clause (x), the “Increased Commitments”; and all such increasing Existing Lenders under this clause (B), the “Increasing Lenders” and, together with the Extending Lenders, the “Consenting Lenders”; and the Existing Lenders that are not Consenting Lenders, collectively, the “Initial Revolving LoansNon-Consenting Lenders”), in the aggregate amount under this clause (B) set forth opposite such Increasing Lender’s name on Schedule 2.01 to the Borrower, from time to time on any Business Day during the period from Amended and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Restated Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Person (other than a Consenting Lender in its capacity as such) that commits to providing an A&R Revolving Commitment (each such Person, a “New Lender”) by executing and delivering a Lender Signature Page hereby severally agrees (i) to the terms of this Amendment Agreement and to the terms of the Amended and Restated Credit Agreement, the Initial Amended and Restated Security Agreement, the Amended and Restated Pledge Agreement and the other Loan Documents, and (ii) to provide a new A&R Revolving Loans shall be available Commitment (a “New Revolving Commitment”) to the Borrowers in the amount set forth opposite such New Lender’s name on Schedule 2.01 to the Closing Date in an aggregate principal amount of up to $150,000,000Amended and Restated Credit Agreement. (c) The Swingline Lender agrees, subject to and on On the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Amendment Effective Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Existing Commitment or of each Non-Consenting Lender shall be automatically terminated in full and (ii) the sum Non-Allocated Existing Commitment of each Extending Lender shall be automatically terminated in full. (xd) On the Amendment Effective Date, the Company shall pay (i) to the Administrative Agent, (A) all accrued commitment fees (pursuant to Section 2.09(a) of the Existing Credit Agreement) in respect of all Existing Commitments through the Amendment Effective Date, payable on a pro rata basis for the account of each Existing Lender, (B) all accrued Letter of Credit Fees (under and as defined in the Existing Credit Agreement) through the Amendment Effective Date, payable on a pro rata basis for the account of each Existing L/C Issuer and (C) all other outstanding amounts payable to the Existing Lenders pursuant to the Existing Credit Agreement as of the Amendment Effective Date, payable for the account of each applicable Existing Lender and (ii) upfront fees for the account of each applicable Lender equal to (A) 0.17% of the aggregate principal amount of Revolving Loans outstanding at the Rolling Commitments on the Amendment Effective Date held by each Extending Lender, payable on a pro rata basis for the account of each such timeExtending Lender to the extent such Rolling Commitments are allocated to such Extending Lender under the Amended and Restated Credit Agreement as of the Amendment Effective Date, (yB) the aggregate Letter 0.24% of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at the Increased Revolving Commitments on the Amendment Effective Date held by each Increasing Lender, payable on a pro rata basis for the account of each such time would exceed Increasing Lender to the extent such Increased Revolving Commitments are allocated to such Increasing Lender under the Amended and Restated Credit Agreement as of the Amendment Effective Date and (C) 0.24% of the aggregate principal amount of the New Revolving Credit Commitments at such time. Subject to and on the terms Amendment Effective Date held by each New Lender (if any), payable on a pro rata basis for the account of each such New Lender to the extent such New Revolving Commitments are allocated to such New Lender under the Amended and conditions Restated Credit Agreement as of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline LoansAmendment Effective Date. (de) Subject to For the terms avoidance of doubt, on and conditions after the Amendment Effective Date, (i) the A&R Revolving Commitments shall constitute a single Class of this Revolving Commitments under the Amended and Restated Credit Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as (ii) the case may be, of Consenting Lenders and the New Lenders shall constitute a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such single Class of such Lender as set forth in Lenders under the applicable Incremental Facility Amended and Restated Credit Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on upon the terms and conditions of this Agreementherein set forth, (i) each Lender having a Tranche B-2 Term Loan Commitment severally agrees to make a loan in Dollars to the Borrower a loan or loans denominated in Dollars (together with each Term Loan converted from a Converted Tranche B-1 Term Loan pursuant to clause (ii) below, a Table of Contents “Tranche B-2 Term Loan”) on the Closing Amendment No. 2 Effective Date equal to its Tranche B-2 Term Loan Commitment on the Amendment No. 2 Effective Date and (ii) each Converted Tranche B-1 Term Loan shall be converted into a Tranche B-2 Term Loan of each Amendment No. 2 Consenting Lender effective as of the Amendment No. 2 Effective Date in a principal amount not equal to exceed its Initial the principal amount of such Amendment No. 2 Consenting Lender’s Converted Tranche B-1 Term Loan Commitment. To immediately prior to such conversion; provided that the extent repaid, Tranche B-2 Term Loans shall initially consist of LIBOR Rate Loans with an Interest Period commencing on the Amendment No. 2 Effective Date and ending on December 16, 2013 and the LIBOR Rate with respect to such Interest Period shall be calculated based on an Interest Period term of one month. 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 and may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. Each Initial Revolving Lender severally agrees, subject . (i) Subject to and on upon the terms and conditions of this Agreementherein set forth, each Lender having a Tranche R-1 Revolving Credit Commitment severally agrees to make revolving a loan or loans denominated in Dollars (eacheach a “Tranche R-1 Revolving Credit Loan” and, an “Initial Revolving Loan,” and collectively, the “Initial Tranche R-1 Revolving Credit Loans”) to the Borrower, Borrower which Tranche R-1 Revolving Credit Loans (A) shall be made at any time and from time to time on any Business Day during and after the period from Amendment No. 2 Effective Date and including, subject prior to Section 2.01(c), the Closing Date to but not including the Initial Tranche R-1 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 Revolving Credit Loans; provided that no all Tranche R-1 Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Initial Tranche R-1 Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall be made ifnot, immediately for any such Lender at any time, after giving effect thereto and to the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such timethereof, (y) result in such Lender’s Swingline Tranche R-1 Revolving Credit Exposure at such time exceeding such Lender’s Tranche R-1 Revolving Credit Commitment at such time and (zE) 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’ Tranche R-1 Revolving Credit Exposures at such ▇▇▇▇▇▇time exceeding the aggregate Tranche R-1 Revolving Credit Commitment then in effect. (ii) Subject to and upon the terms and conditions herein set forth, each Lender having a Tranche R-2 Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars (each a “Tranche R-2 Revolving Credit Loan” and, collectively, the “Tranche R-2 Revolving Credit Loans”) to the Borrower which Tranche R-2 Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Amendment No. 2 Effective Date and prior to the Tranche R-2 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 Revolving Credit Loans; provided that all Tranche R-2 Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche R-2 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 Letter of Tranche R-2 Revolving Credit Exposure at such time would exceed its Initial exceeding such Lender’s Tranche R-2 Revolving Credit Commitment at such time; or time and (iiE) shall not, after giving effect thereto and to the sum application of (x) the proceeds thereof, result at any time in the aggregate principal amount of Initial the Lenders’ Tranche R-2 Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding Credit Exposures at such time and (z) exceeding the aggregate Letter of Tranche R-2 Revolving Credit Exposure of all Revolving Lenders at such time would exceed Commitment then in effect. (iii) Following the aggregate Initial Amendment No. 2 Effective Date, each Lender holding Tranche R-1 Revolving Credit Commitments may elect to convert its aggregate Tranche R-1 Revolving Credit Commitments and Tranche R-1 Revolving Credit Loans to a like amount of Tranche R-2 Revolving Credit Commitments and Tranche R-2 Revolving Credit Loans at such time. Subject to and on any time with the terms and conditions consent of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving LoansAdministrative Agent. (biv) Subject to the terms and conditions of this set forth herein and in the Amendment No. 3 and Joinder Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) each Additional Tranche B-3 Term Loan Lender agrees to make to the Swingline Lender’s Revolving Credit Exposure would exceed Borrower a loan denominated in Dollars on the Amendment No. 3 Effective Date equal to its Revolving Credit Tranche B-3 Term Loan Commitment or and (ii) each Converted Tranche B-2 Term Loan of each Amendment No. 3 Extending Lender shall be converted into a Tranche B-3 Term Loan of such Lender effective as of the sum of (x) Amendment No. 3 Effective Date in a principal amount equal to the aggregate principal amount of Revolving such Lender’s Converted Tranche B-2 Term Loan immediately prior to such conversion. The Tranche B-3 Term Loans outstanding at such time, made pursuant to clause (yi) of the aggregate Letter preceding sentence shall be part of Credit Exposure the same fungible Class as the Tranche B-3 Term Loans converted pursuant to clause (ii) of all Revolving Lenders at such time and (z) the aggregate principal amount preceding sentence. The Tranche Table of Swingline Contents B-3 Term Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and shall initially consist of LIBOR Rate Loans with an Interest Period commencing on the terms Amendment No. 3 Effective Date and conditions ending on February 27, 2018 and the LIBOR Rate with respect to such Interest Period shall be calculated based on an Interest Period term of this Agreement, three months. All such Tranche B-3 Term Loans made by each of the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans Lenders pursuant to Section 2.02(e)) the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and reborrow Swingline Loansmay be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. (dv) Subject to the terms and conditions of this Agreement set forth herein and any applicable Incremental Facility in the Amendment No. 5 and Joinder Agreement, (i) each Lender with any Additional Revolving Credit Commitment or Additional Tranche B-4 Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, Lender agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at Borrower a loan denominated in Dollars on the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Amendment No. 5 Effective Date equal to its Tranche B-4 Term Loan Commitment, as (ii) each Additional Tranche B-5 Term Loan Lender agrees to make to the case may beBorrower a loan denominated in Dollars on the Amendment No. 5 Effective Date equal to its Tranche B-5 Term Loan Commitment, (iii) each Converted Tranche B-2 to B-4 Term Loan of such Class each Converting B-4 Term Loan Lender shall be converted into a Tranche B-4 Term Loan of such Lender effective as set forth of the Amendment No. 5 Effective Date in a principal amount equal to the applicable Incremental Facility Agreementprincipal amount of such Lender’s Converted Tranche B-2 to B-4 Term Loan immediately prior to such conversion and (iv) each Converted Tranche B-2 to B-5 Term Loan of each Converting B-5 Term Loan Lender shall be converted into a Tranche B-5 Term Loan of such Lender effective as of the Amendment No. 5 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Tranche B-2 to B-5 Term Loan immediately prior to such conversion. The Tranche B-4 Term Loans made pursuant to clause (i) of the preceding sentence shall be part of the same fungible Class as the Tranche B-4 Term Loans converted pursuant to clause (iii) of the preceding sentence. The Tranche B-5 Term Loans made pursuant to clause (ii) of the preceding sentence shall be part of the same fungible Class as the Tranche B-5 Term Loans converted pursuant to clause (iv) of the preceding sentence. The Tranche B-4 Term Loans shall initially consist of LIBOR Rate Loans with an Interest Period commencing on the Amendment No. 5 Effective Date and ending on February 27, 2018 and the LIBOR Rate with respect to such Interest Period shall be calculated based on an Interest Period term of three months. The Tranche B-5 Term Loans shall consist of Fixed Rate Loans. All such Tranche B-4 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 and all such Tranche B-5 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 and, in each case, may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the any Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Commitment; provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of Revolving Loans made pursuant to such Borrowing), (x) the aggregate principal amount of Initial Revolving Loans of Credit Extended to such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time Borrower would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such timeBorrower’s Sublimit, (y) the aggregate principal amount Credit Exposure of Swingline Loans outstanding any Lender would exceed its Commitment at such time and or (z) the aggregate Letter of Aggregate Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower Borrowers may borrow, repay and reborrow Initial re-borrow Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to any Borrower, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Swingline Maturity Date (or, if earlier, the 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 Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Commitment at such time; provided provided, however, that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (iw) the Swingline Lender’s Revolving Credit Exposure Extended to such Borrower would exceed its Revolving Credit Commitment or (ii) the sum of such Borrower’s Sublimit, (x) the aggregate principal amount of Revolving all Swingline Loans then outstanding at such timewould exceed the Swingline Commitment, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders any Lender would exceed its Commitment at such time and or (z) the aggregate principal amount of Swingline Loans outstanding at such time Aggregate Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time; 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 the Swingline Lender (in its sole discretion) with the applicable Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iii)(A)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or such 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, the Borrower Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e2.2(e)) and reborrow re-borrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which . All Swingline Loans shall not exceed for any such Lender be denominated in Dollars and bear interest at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementAdjusted Base Rate.

Commitments. (a) Each Initial Term Subject to and upon the terms and conditions herein set forth, each Lender severally agreesestablishes in favor of the Borrower, from on and after the Closing Date, but prior to the Maturity Date, a revolving credit facility in favor of the Borrower in aggregate principal at any one time outstanding not to exceed the sum set forth opposite such Lender's name below, ("Commitment"), as the same may be reduced from time to time pursuant to the terms hereof: ProRata Share of Commitments Commitments SunTrust Bank, Atlanta $25,000,000.00 33.3333% Wachovia Bank, N.A. $20,000,000.00 26.6667% NationsBank, N.A. $15,000,000.00 20.0000% First Union National Bank $15,000,000.00 20.0000% -------------- --------- Total $75,000,000.00 100.0000% ============== ========= The Lenders, subject to and on upon the terms and conditions of this Agreementset forth herein, from time to time, agree to make a loan in Dollars to the Borrower Revolving Loans in an aggregate principal amount outstanding at any time not to exceed such Lender's Commitment. Borrower shall be entitled to repay and reborrow Revolving Loans in accordance with the provisions hereof. In addition to Revolving Loans, the Borrower may request, from on and after the Closing Date in a principal amount not but prior to exceed its Initial Term Loan Commitment. To the extent repaidMaturity Date, Term that the Swing Line Lender extend to the Borrower Swing Line Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on upon the terms and conditions herein set forth. Notwithstanding any provision of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) Agreement to the Borrowercontrary, from time to time on any Business Day during within the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application limits of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this AgreementCommitments, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to under the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agreesprovided however, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment Borrower may neither borrow nor reborrow should there exist a Default or an Event of Default, (ii) the sum of (x) the aggregate principal outstanding amount of Revolving Loans outstanding at such time, (y) Advances after giving effect to each Borrowing plus the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would Obligations shall not 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 pursuant to Section 2.02(e)) and reborrow Swingline LoansCommitments. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, Upon and subject to and on the terms and conditions hereof, (i) each Tranche 1 Lender hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of this AgreementCredit as Syndicated Letters of Credit for the account of any Account Party, (ii) the Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Account Party, and each Tranche 1 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit and (iii) each Tranche 1 Lender hereby agrees to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving a "Loan,” " and collectively, the “Initial Revolving "Loans”") to the Borrower, IPC Holdings from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Effective Date to but not including the Initial Revolving Credit Maturity Tranche 1 Termination Date, ; provided that no Borrowing of Initial Revolving Loans Tranche 1 Lender shall be made obligated to make or participate in any Tranche 1 Credit Extension if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of thereto, (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Tranche 1 Credit Exposure at such time of any Tranche 1 Lender would exceed its Initial Revolving Credit Tranche 1 Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Tranche 1 Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Tranche 1 Commitments at such time. Subject time or (z) with respect to and on any Tranche 1 Credit Extension constituting the terms and conditions Issuance of this AgreementTranche 1 Letters of Credit, the Borrower may borrowapplicable conditions in SECTION 4.4 are not satisfied. Within the foregoing limits, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions hereof, IPC Holdings may borrow, repay and reborrow Loans, and the Account Parties may obtain Tranche 1 Letters of this Agreement, Credit on a revolving basis to make loans in Dollars replace Tranche 1 Letters of Credit that have expired or that have been drawn upon and reimbursed. (b) Upon and subject to the Borrower terms and conditions hereof, (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), i) each Tranche 2 Lender hereby agrees from time to time on any Business Day during the period Availability Period to Issue Tranche 2 Letters of Credit as Syndicated Letters of Credit for the account of any Account Party and (ii) the Fronting Bank hereby agrees from the time to time on any Business Day following during the Closing Date Availability Period to but not including Issue Tranche 2 Letters of Credit as Participated Letters of Credit for the Initial Revolving account of any Account Party, and each Tranche 2 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 2 Letters of Credit Maturity Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitmentissued as Participated Letters of Credit; provided that no Borrowing of Swingline Loans Tranche 2 Lender shall be made if obligated to Issue or participate in any Tranche 2 Letter of Credit if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (iw) the Swingline Lender’s Revolving Tranche 2 Letter of Credit Exposure of any Tranche 2 Lender would exceed its Revolving Credit Tranche 2 Commitment or (ii) the sum of at such time, (x) the aggregate principal amount Tranche 2 Letter of Revolving Loans outstanding Credit Exposure would exceed the aggregate Tranche 2 Commitments at such time, (y) the sum of the aggregate Tranche 2 Letter of Credit Exposure attributable to such Account Party on whose account the Tranche 2 Letter of all Revolving Lenders Credit is being issued exceeds the Borrowing Base of such Account Party at such time and or (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed applicable conditions in SECTION 4.4 are not satisfied. Within the aggregate Revolving Credit Commitments at such time. Subject foregoing limits, and subject to and on the terms and conditions of this Agreementhereof, the Borrower Account Parties may borrow, repay (including by means obtain Tranche 2 Letters of Credit on a Borrowing revolving basis to replace Tranche 2 Letters of Revolving Loans pursuant to Section 2.02(e)) Credit that have expired or that have been drawn upon and reborrow Swingline Loansreimbursed. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrower at any time and from time to time during the term of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up Revolving Loans at any time outstanding not to $150,000,000.exceed the amount of such Lender's Revolving Credit Commitment; (cii) The Swingline each Term Loan Lender agrees, subject to and on severally made the terms and conditions of this Agreement, to make loans in Dollars Original Term Loan to the Borrower (each, a “Swingline Loan,” and collectively, on the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Effective Date, in an aggregate principal amount at any time outstanding not exceeding equal to such Lender's Original Term Loan Commitment; (iii) each Term A Lender severally agrees to make the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and Term A Loan to the application of Borrower on the proceeds therefromAmendment No. 2 Effective Date, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the in an aggregate principal amount not to exceed the amount of Revolving Loans such Lender's Term A Loan Commitment; and (iv) notwithstanding anything to the contrary contained in this Section 2.01(a), the Loan Parties hereby acknowledge, confirm and agree that (1) immediately prior to the Amendment No. 2 Effective Date, the outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline the Revolving Loans is equal to $0, (2) immediately prior to the Amendment No. 2 Effective Date, the outstanding principal amount of the Original Term Loan is equal to $92,500,000 (such Indebtedness described in this clause (2) being hereinafter referred to as the "Original Term Loan Indebtedness"), (3) such Original Term Loan Indebtedness shall not be repaid on the Amendment No. 2 Effective Date, but rather shall be continued and re-evidenced by this Agreement as a portion of the Term Loans outstanding at such time would exceed hereunder, (4) the aggregate Revolving Credit Commitments at such time. Subject to and Term A Loan made on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject Amendment No. 2 Effective Date shall be an amount equal to the terms Total Term A Loan Commitment and conditions (5) for all purposes of this Agreement and any applicable Incremental Facility Agreementthe other Loan Documents, each Lender with any Additional Revolving Credit Commitment or Additional the sum of the Original Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class Indebtedness immediately prior to the Borrower, which Loans Amendment No. 2 Effective Date ($92,500,000) and the Term A Loan made on the Amendment No. 2 Effective Date ($15,000,000) shall not exceed for any such Lender at constitute the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as outstanding on the case may be, of such Class of such Lender as set forth Amendment No. 2 Effective Date in the applicable Incremental Facility Agreementprincipal amount of $107,500,000."

Commitments. (a) Each Initial Term From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, subject to and on the terms and conditions of set forth in this Agreement, to make a loan in Dollars loans to the Borrower on the Closing Date in (each such loan, a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto to the making of each Revolving Loan (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of made pursuant to such Lender outstanding at such timeAdvance), (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Outstanding Credit Exposure at such time would shall not exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such timeCommitment. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving LoansLoans at any time prior to the Facility Termination Date. (b) Subject From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions of set forth in this Agreement, to participate in Facility LCs issued upon the Initial Revolving Loans request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure shall be available not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the Closing Date terms and conditions set forth in an aggregate principal amount of up to $150,000,000Section 2.18. (c) The From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, subject to and on the terms and conditions of this Agreementhereinafter set forth, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, in an 12604453v 1 24740.000 246 aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; . Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Borrowing Advance of Swingline Loans shall be made if if, immediately after giving effect thereto thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the application 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 the proceeds therefrom, Swingline Lender (iin its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s Revolving Credit actual or potential Fronting Exposure would exceed its Revolving Credit Commitment (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of that Swingline Loan and all Revolving Lenders at such time and (z) the aggregate principal amount of other Swingline Loans outstanding at such time would exceed as to which the aggregate Revolving Credit Commitments at such timeSwingline 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, the Borrower may borrow, repay (including by means of a Borrowing an Advance of Revolving Loans pursuant to Section 2.02(e2.7(c)) and reborrow Swingline Loans at any time prior to the Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Prior to the Effective Date, the Lender made a Term Loan (as defined in the Original Financing Agreement) to the Original Borrowers under the Original Financing Agreement (the “Term Loan A”). The principal amount of the Term Loan A outstanding on the date hereof is $[ ]. The Borrowers hereby agree that they are jointly and severally liable to repay the Term Loan A pursuant to the terms and conditions set forth in this Agreement and the other Loan Documents. Any principal amount of the Term Loan A which is repaid or prepaid by the Borrowers may not be reborrowed. (b) Prior to the Effective Date, the Lender made a Special Loan (as defined in the Original Financing Agreement) to the Original Borrowers under the Original Financing Agreement (the “Term Loan B”). The principal amount of the Term Loan B outstanding on the date hereof is $[1,700,000]. The Borrowers hereby agree that they are jointly and severally liable to repay the Term Loan B pursuant to the terms and conditions set forth in this Agreement and the other Loan Documents. Any principal amount of the Term Loan B which is repaid or prepaid by the Borrowers may not be reborrowed. (c) Prior to the Effective Date, the Lender made revolving loans to the Original Borrowers under the Original Financing Agreement (the “Original Revolving Loans”). The aggregate principal amount of the Original Revolving Loans outstanding on the date hereof is $[ ]. The Lender agrees, subject to and on the terms and conditions of this Agreementhereinafter set forth, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make additional revolving loans in Dollars (each, an “Initial together with the Original Revolving Loan,” and collectivelyLoans, the “Initial Revolving Loans”) to the Borrower, Borrowers from time to time on any Business Day during the period from commencing on the date hereof and includingending on, subject to Section 2.01(c)but excluding, the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Loan Maturity Date, in an aggregate principal amount at any time outstanding not exceeding to exceed the Swingline Commitment; provided that no Borrowing lesser of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its amount of the Revolving Credit Commitment or and (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time Borrowing Base then in effect. The Borrowers hereby agree that they are jointly and (z) severally liable to repay the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of set forth in this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional the other Loan Documents. Within the limit of the amount of the Revolving Credit Commitment or Additional Term Loan CommitmentsCommitment, as the case Borrowers may beborrow, of a given Class, severally prepay and not jointly, agrees to make Additional reborrow Revolving Loans and/or Additional Term Loans, as the case may be, of such Class pursuant to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementthis Article II.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars (each, a "Term Loan," and collectively, the "Term Loans") to the Borrower Matria on the Closing Date in a principal amount not to exceed its Initial 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 Initial Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans in Dollars (each, an “Initial a "Dollar Revolving Loan,” " and collectively, the “Initial "Dollar Revolving Loans”") to the BorrowerMatria, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, provided that no Borrowing of Initial Dollar Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefromthereto: (i) the sum of (xy) the aggregate principal amount Dollar Amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Lender's Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate principal amount of Initial Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Dollar Revolving Loans made pursuant to such Borrowing) and (z) the aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, Matria may borrow, repay and reborrow Dollar Revolving Loans. (c) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans in any Foreign Currency (each, a "Foreign Currency Revolving Loan," and collectively, the "Foreign Currency Revolving Loans") to any Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Termination Date, provided that no Borrowing of Foreign Currency Revolving Loans shall be made if, immediately after giving effect thereto: (i) the sum of (y) the aggregate principal Dollar Amount of Revolving Loans of such Lender outstanding at such time and (z) such Lender's Letter of Credit Exposure at such time would exceed its Revolving Credit Commitment at such time; (ii) the sum of (x) the aggregate principal Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time; or (iii) the aggregate principal Dollar Amount of Foreign Currency Revolving Loans outstanding at such time would exceed the Foreign Currency Sublimit. Subject to and on the terms and conditions of this Agreement, the each Borrower may borrow, repay and reborrow Initial Foreign Currency Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (cd) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “"Swingline Loan,” " and collectively, the “"Swingline Loans”)") to Matria, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; , notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal Dollar Amount of the Revolving Loans made by the Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower Matria may borrow, repay (including by means of a Borrowing of Dollar Revolving Loans pursuant to Section 2.02(eSECTION 2.2(E)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, subject to and on the terms and conditions of set forth in this Agreement, to make a loan in Dollars loans to the Borrower on the Closing Date in (each such loan, a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto to the making of each Revolving Loan (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of made pursuant to such Lender outstanding at such timeAdvance), (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Outstanding Credit Exposure at such time would shall not exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such timeCommitment. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving LoansLoans at any time prior to the Facility Termination Date. (b) Subject From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions of set forth in this Agreement, to participate in Facility LCs issued upon the Initial Revolving Loans request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure shall be available not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the Closing Date terms and conditions set forth in an aggregate principal amount of up to $150,000,000Section 2.19. (c) The From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, subject to and on the terms and conditions of this Agreementhereinafter set forth, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; . Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, but provided that no Borrowing Advance of Swingline Loans shall be made if if, immediately after giving effect thereto and thereto, the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Aggregate Outstanding Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)0) and reborrow Swingline Loans at any time prior to the Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Initial Borrower (or, for any Initial Term Loans made after the Closing Date, to make a loan in Dollars to the Parent Borrower and the Co-Borrower) on the Closing Date or, in the case of the First Amendment Incremental Term Loans, on the First Amendment Closing Date, or, in the case of the Second Amendment Replacement Term Loans and Second Amendment Incremental Term Loans, on the Second Amendment Closing Date or, in the case of the Third Amendment Replacement Term Loans, on the Third Amendment Closing Date, or, in the case of the Fifth Amendment Replacement Term Loans, on the Fifth Amendment Closing Date, in 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 any Borrower in Dollars at any time and from time to time on and after the 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. To Within the extent repaidforegoing limits and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender with any an Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerBorrowers, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement.

Commitments. The following terms shall govern a Lender’s obligation to make Loans to the Borrower. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Revolving Loan Lender agrees to make a loan loans (referred to as its “Revolving LoansLoan”) in Dollars dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and includingapplicable Availability Period in accordance with its Revolving Loan Percentage, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) so long as the aggregate principal amount of Initial the Revolving Loans of made by such Lender outstanding at such time, (y) will not result in such Lender’s Swingline applicable Revolving Exposure at exceeding such time Lender’s Revolving Commitment. Within the foregoing limits and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementset forth herein, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline each Term Loan A1 Lender agrees, subject to and on the terms and conditions of this Agreement, agrees to make loans in Dollars Loansa loan (referred to the Borrower as its “Term Loan A1”) and each Term Loan A2 Lender agrees to make a loan (each, a referred to as its “Swingline LoanTerm Loan A2,” and collectively, together with the Term Loan A1 collectively referred to as the “Swingline Term Loans”)) in dollars to the Borrower, in no more than four Borrowings, from time to time on any Business Day during the period from Availability Periodone Borrowing for each Tranche on the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Fifth Amendment Effective Date, 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 and the application of the proceeds therefromaccordance with its Term Loan Percentage, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) so long as the aggregate principal amount of Revolving the applicable Class of Term Loans outstanding at made by such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at Lender will not exceed such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Lender’s Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed Commitment for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth Term Loans. Once repaid or prepaid, Term Loans may not be reborrowed. Each Term Loan Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $25,000,000 (or if less, the applicable Incremental Facility Agreementthen remaining Term Loan Commitment Amount).

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementhereof, each ----------- Revolving Credit Lender severally agrees to make revolving credit loans (each, a loan in Dollars "Revolving Credit Loan") to the Borrower on from time to time prior to the Closing ---------------------- Revolving Credit Termination Date in a an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Credit Percentage of the L/C Obligations and the outstanding principal amount of the Swingline Loans, does not to exceed its Initial Term Loan the amount of such Lender's Revolving Credit Commitment. To Prior to the extent repaidRevolving Credit Termination Date, Term the Borrower may use the Revolving Credit Commitments by borrowing, prepaying Revolving Credit Loans may not be reborrowed. Each Initial Revolving Lender severally agreesin whole or in part, subject to and on reborrowing, all in accordance with the terms and conditions hereof. At no time shall the sum of this Agreement(i) the outstanding Revolving Credit Loans, (ii) the L/C Obligations and (iii) the outstanding Swingline Loans exceed the Total Revolving Credit Commitments. (b) Subject to make and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time prior to the Revolving Credit Termination Date, one or more revolving loans in Dollars (eacheach a "Swingline Loan" and, an “Initial Revolving Loan,” and collectively, the “Initial Revolving "Swingline Loans”") to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving which Swingline Loans (i) shall be made ifand maintained as Base Rate Loans, immediately after giving effect thereto (ii) may be repaid and reborrowed in accordance with the application of the proceeds therefrom: provisions hereof, (iiii) the sum of (x) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of Initial all outstanding Revolving Credit Loans of such Lender outstanding at such timeand all L/C Obligations, (y) such Lender’s Swingline Exposure at such time the Total Revolving Credit Commitments and (ziv) such ▇▇▇▇▇▇’s Letter of Credit Exposure shall not exceed $4,000,000 in aggregate principal amount at such any time would exceed its Initial Revolving Credit Commitment at such time; or (ii) outstanding. Notwithstanding anything to the sum of contrary contained in this Section 2.1(b), (x) -------------- the aggregate principal amount Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate its risk with respect to each Defaulting Lender's participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's Revolving Credit Percentage of Initial Revolving the outstanding Swingline Loans outstanding at such time, and (y) the aggregate principal Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default exists and is continuing until such time as the Swingline Lender shall have received written notice (I) of rescission of each such notice from the party originally delivering such notice or (II) of the waiver by the Required Lenders or cure of such Default. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more borrowings of Revolving Credit Loans (provided that such notice shall be deemed to have been -------- automatically given upon the occurrence of a Default under Section 9 or upon the --------- exercise of any of the remedies provided in the last paragraph of Section 9), in --------- which case one or more borrowings of Revolving Credit Loans constituting Base Rate Loans (each such borrowing, a "Mandatory Borrowing") shall be made on the ------------------- immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such Lender's Revolving Credit Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make 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 in writing by the Swingline Lender notwithstanding (i) the amount of Swingline Loans outstanding at the Mandatory Borrowing may not comply with the minimum borrowing requirements otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether --------- a Default then exists, (iv) the date of such time Mandatory Borrowing and (zv) the aggregate Letter amount of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Total Revolving Credit Commitments at such time. Subject to and In the event that any Mandatory Borrowing cannot for any reason be made on the terms and conditions date otherwise required above (including as a result of this Agreementthe commencement of any bankruptcy, insolvency or reorganization proceeding with respect to the Borrower), then each Revolving Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower may borrow, repay on or after such date and reborrow Initial prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loans. Credit Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Percentages; provided that (bx) Subject to all interest payable on the terms and conditions of this Agreement, the Initial Revolving Swingline -------- Loans shall be available for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Credit Lender shall be required to pay the Swingline Lender interest on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to participation purchased for each day from and on including the terms and conditions of this Agreement, to make loans in Dollars to day upon which the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date Mandatory Borrowing would otherwise have occurred to but not including excluding the Initial date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving maintained as Base Rate Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loanshereunder for each day thereafter. (d) Subject to Each Term Lender will make a single term loan (each a "Term Loan") on --------- the terms and conditions Tender Offer Expiration Date in such Lender's Term Percentage of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional $40,000,000. (e) Revolving Credit Commitment or Additional Term Loan Commitments, as the case Loans may be, of a given Classand Term Loans may be divided into portions which are, severally and not jointly, agrees to make Additional Revolving Eurodollar Loans and/or Additional Term or Base Rate Loans, in each case as selected by the case may be, of such Class Borrower and notified to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment Administrative Agent pursuant to Section 2.2 or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement4.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this and relying upon the representations and warranties set forth in the Existing Credit Agreement, each Lender agreed, severally and not jointly (i) to make a loan in Dollars Tranche B Loan to the Borrower on the Closing Date in a the principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to Tranche B Commitment and on the terms and conditions of this Agreement, (ii) to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) a Delayed Draw Tranche B Loan to the Borrower, Borrower at any time or from time to time on any Business Day during the period from and including, subject to Section 2.01(c), after the Closing Date and prior to but not including December 31, 2006, in an amount equal to the Initial Revolving Credit Maturity Date, provided that no Borrowing portion of Initial Revolving Loans shall such Lender’s Delayed Draw Tranche B Commitment as requested by Borrower to be made if, immediately after giving effect thereto and the application on such day (subject to a maximum of the proceeds therefrom: (itwo drawings total) the sum of (x) in the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) not to exceed such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Delayed Draw Tranche B Commitment at such timeany time outstanding; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans.and (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, the Initial each Class A Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make loans in Dollars Class A Revolving Loans to the Borrower (eachBorrower, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on any Business Day during or after the period from Restatement Effective Date until the Business Day following earlier of the Closing Class A Revolving Maturity Date to but not including and the Initial termination of the Class A Revolving Credit Maturity DateCommitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Lender’s Class A Revolving Credit Exposure would exceed its exceeding such Lender’s Class A Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline LoansCommitment. (dc) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementrelying upon the representations and warranties herein set forth, each Class B Revolving Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Classagrees, severally and not jointly, agrees to make Additional Class B Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for at any such Lender at time and from time to time on or after the time Restatement Effective Date until the earlier of any incurrence thereof the Additional Class B Revolving Credit Maturity Date and the termination of the Class B Revolving Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Class B Revolving Exposure exceeding such Lender’s Class B Revolving Commitment. Amounts paid or prepaid in respect of Tranche B Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the applicable Incremental Facility Agreementterms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Commitments. (a) Each Initial Term Tranche A Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars (each, a “Tranche A Term Loan,” and collectively, the “Tranche A Term Loans”) to the Borrower on the Closing Date in a principal amount not to exceed its Initial Tranche A Commitment. No Tranche A Term Loan CommitmentLoans shall be made at any time after the Closing Date. To the extent repaid, Tranche A Term Loans may not be reborrowed. . (b) Each Initial Revolving Tranche B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars a loan (each, an a “Initial Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the Borrower on the Closing Date in a principal amount not to exceed its Tranche B Commitment. No Tranche B Term Loans shall be made at any time after the Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. In connection with the making of the Tranche B Term Loans pursuant to this Section 2.1(b), any Tranche B Lender that also holds Existing Term Loans may, so long as it has delivered written notice to the Administrative Agent at least two (2) Business Days prior to the Closing Date, make all or any portion of the Tranche B Term Loans to be made by it hereunder by converting all or a portion of the outstanding principal amount of the Existing Term Loans into Tranche B Term Loans in a principal amount equal to the amount of Existing Term Loans so converted (each such Existing Term Loan to the extent that it is to be converted a “Converted Term Loan”). On the Closing Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Tranche B Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Tranche B Term Loans. Any written notice delivered by a Tranche B Lender to the Administrative Agent of a conversion of Existing Term Loans into Converted Term Loans shall be irrevocable. (c) If any Series of Incremental Term Loans are made under this Agreement, all Incremental Term Loans of such Series shall be made on the Incremental Term Loan Effective Date applicable to such Series of Incremental Term Loans. To the extent repaid, Incremental Term Loans may not be reborrowed. (i) 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 “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not greater than its Revolving Credit Commitment; provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of made pursuant to such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such timeBorrowing), (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Revolving Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial any Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and or (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Revolving Loans. (dii) Subject The Revolving Credit Maturity Date may be extended as follows: (A) The Borrower may, by notice (an “Extension Notice”) to the terms Administrative Agent (which shall promptly notify the Revolving Credit Lenders) not less than ninety (90) days prior to the Revolving Credit Maturity Date then in effect hereunder (the “Existing Revolving Credit Maturity Date”), request that each Revolving Credit Lender party hereto prior to any extension (an “Existing Revolving Credit Lender”) agree to extend the Existing Revolving Credit Maturity Date to a new proposed maturity date that is no later than 180 days prior to the Tranche B Maturity Date (the “Proposed Revolving Credit Maturity Date”). (B) Each Existing Revolving Credit Lender, acting in its sole and conditions individual discretion, shall, by notice to the Administrative Agent promptly given (but in no event later than that date (the “Notice Date”) which is fifteen (15) days following the date of the Extension Notice), advise the Administrative Agent whether or not such Existing Revolving Credit Lender agrees to such extension (and each Existing Revolving Credit Lender that determines not to agree to extend the Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Existing Revolving Credit Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date), and any Existing Revolving Credit Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender). The election of any Existing Revolving Credit Lender to agree to such extension shall not obligate any other Lender to so agree. (C) The Administrative Agent shall notify the Borrower of each Existing Revolving Credit Lender’s determination under this Section 2.1(d)(ii) no later than that date which is thirty (30) days after the Notice Date (or, if such date is not a Business Day, on the next succeeding Business Day). (D) The Borrower shall have the right on or before the Existing Revolving Credit Maturity Date to replace each Non-Extending Lender with, and add as “Revolving Credit Lenders” under this Agreement and any applicable Incremental Facility Agreementin place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Revolving Credit Maturity Date, undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Revolving Credit Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Revolving Credit Lender which has agreed to extend the Revolving Credit Maturity Date an opportunity to increase its Revolving Credit Commitment by an amount equal to all or Additional Term Loan a portion of the Non-Extending Lender’s Revolving Credit Commitments, as . (E) If (and only if) the case may be, total of a given Class, severally and not jointly, agrees the Revolving Credit Commitments of the Existing Revolving Credit Lenders that have agreed to make Additional so extend the Revolving Loans and/or Additional Term Loans, as Credit Maturity Date shall be more than fifty percent (50%) of the case may be, aggregate amount of such Class the Revolving Credit Commitments in effect immediately prior to the BorrowerExisting Revolving Credit Maturity Date, the Revolving Credit Maturity Date shall be extended to the Proposed Revolving Credit Maturity Date, which Loans shall not exceed for any such Lender at become the time of any incurrence thereof the Additional new Revolving Credit Maturity Date, and each Additional Commitment or Additional Term Loan Commitment, as the case may be, Lender shall thereupon become a “Revolving Credit Lender” for all purposes of such Class of such Lender as set forth in the applicable Incremental Facility this Agreement. (F) Notwithstanding the foregoing, the extension of the Revolving Credit Maturity Date pursuant to this Section 2.1(d)(ii) shall be effective with respect to any Revolving Credit Lender only if:

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars (each, a “Term Loan,” and collectively, the “Term Loans”) to the Parent Borrower on the Closing Date in a principal amount not up to exceed its Initial Term Loan Commitment. No Term Loans shall be made at any time after the Closing Date. To the extent repaid, the Term Loans may not be reborrowed. . (b) Each Initial Dollar Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Dollar Revolving Loan,” and collectively, the “Initial Revolving Loans”) Loans to the Parent Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but excluding the Termination Date, in an aggregate principal amount at any time outstanding not including the Initial exceeding its Dollar Revolving Credit Maturity DateCommitment, provided that no Borrowing of Initial Dollar Revolving Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Dollar Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Dollar Revolving Loans of made pursuant to such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such timeBorrowing), (y) the aggregate principal amount Dollar Revolving Credit Exposure of Swingline Loans outstanding any Dollar Revolving Lender would exceed its Dollar Revolving Commitment at such time and or (z) the aggregate Letter of Aggregate Dollar Revolving Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Dollar Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Parent Borrower may borrow, repay and reborrow Initial Dollar Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Each Multicurrency Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars Multicurrency Revolving Loans to the any Borrower (each, on a “Swingline Loan,” and collectively, the “Swingline Loans”several basis), from time to time on any Business Day during the period from the Business Day following and including the Closing Date to but not including excluding the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline its Multicurrency Revolving Commitment; , provided that no Borrowing of Swingline Multicurrency Revolving Loans shall be made if if, immediately after giving effect thereto (and the application to any concurrent repayment of the Multicurrency Swingline Loans with proceeds therefromof Multicurrency Revolving Loans made pursuant to such Borrowing), (iy) the Swingline Lender’s Multicurrency Revolving Credit Exposure of any Multicurrency Revolving Lender would exceed its Multicurrency Revolving Commitment at such time or (z) the Aggregate Multicurrency Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Multicurrency Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the each Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Multicurrency Revolving Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Committed Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, provided in an aggregate principal amount not exceeding the portion of its Commitment allocated to Loans (as set forth on Schedule 1.1(a)); provided, however, that no Borrowing of Initial Revolving Committed Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of thereto, (x) the aggregate principal amount Credit Exposure of Initial Revolving Loans of such any Lender outstanding at such time, (y) such Lender’s Swingline Exposure would exceed its Commitment at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, or (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Aggregate Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments Limit at such time. Subject The Commitments are non-revolving and, to and the extent repaid, Committed Loans may not be reborrowed. Availability of Committed Loans under the Commitments shall cease on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving LoansTermination Date. (b) Subject to and upon the terms and conditions of this Agreementset forth herein, on the Initial Revolving Closing Date, all Committed Loans shall be available outstanding on the Closing Date in (including any Committed Loans made on the Closing Date) shall automatically convert into an amortizing term loan (together with any Existing Loans, collectively, the “Initial Converted Term Loan”), without such conversion constituting a repayment or novation of such Committed Loans. The portion of the principal amount of the Initial Converted Term Loan held by each Lender outstanding on the Closing Date shall equal the aggregate principal amount of up the Committed Loans of such Lender outstanding on the Closing Date immediately prior to $150,000,000such conversion (including any Committed Loans made by such Lender on the Closing Date) plus the aggregate principal amount of Existing Loans of such Lender outstanding on the Closing Date. No portion of the Initial Converted Term Loan shall be made at any time after the Closing Date. To the extent repaid, the Initial Converted Term Loan may not be reborrowed. (c) The Swingline Lender agrees, subject Subject to and on upon the terms and conditions of this Agreementset forth herein, to make loans in Dollars to on the Borrower Second Conversion Date, all Committed Loans outstanding on the Second Conversion Date (each, a “Swingline Loan,” and collectively, including any Committed Loans made on the Second Conversion Date) shall automatically convert into an amortizing term loan (the “Swingline LoansSecond Converted Term Loan”), from time to time on any Business Day during without such conversion constituting a repayment or novation of such Committed Loans. The portion of the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) Second Converted Term Loan held by each Lender outstanding on the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) Second Conversion Date shall equal the aggregate principal amount of Revolving the Committed Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in outstanding on the applicable Incremental Facility AgreementSecond Conversion Date immediately prior to such conversion (including any Committed Loans made by such Lender on the Second Conversion Date). No portion of the Second Converted Term Loan shall be made at any time after the Second Conversion Date. To the extent repaid, the Second Converted Term Loan may not be reborrowed.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, (a) each Term Lender severally agrees to make a loan in Dollars Term Loan to the Borrower on the Closing Effective Date denominated in dollars in a principal amount not exceeding its Term Commitment (the “Term Facility”), (b) [reserved], (c) each U.S. Revolving Lender severally agrees to make U.S. Revolving Loans to the Borrower denominated in dollars from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s U.S. Revolving Exposure exceeding such Lender’s U.S. Revolving Commitment (the “U.S. Revolving Facility”); provided, however, that, after giving effect to any Borrowing of U.S. Revolving Loans, the aggregate principal amount of all outstanding U.S. Revolving Exposure shall not exceed its Initial the aggregate principal amount of the U.S. Revolving Commitments and (d) each Sterling Revolving Lender severally agrees to make Sterling Revolving Loans to the Borrower denominated in dollars or Sterling from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s Sterling Revolving Exposure exceeding such Lender’s Sterling Revolving Commitment (the “Sterling Revolving Facility”); provided, however, that, after giving effect to any Borrowing of Sterling Revolving Loans, the aggregate principal amount of all outstanding Sterling Revolving Exposure shall not exceed the aggregate principal amount of the Sterling Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loan Commitment. To the extent repaid, Loans or Incremental Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, subject to and on the terms and conditions of set forth in this Agreement, to make loans (each a loan in Dollars "Facility A ---------- Loan") to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on in amounts not to exceed in the ---- aggregate at any Business Day during one time outstanding the period from and including, subject amount of its Commitment. The commitment of each Lender to make Facility A Loans pursuant to this Section 2.01(c), the Closing Date ------- 2.1 is referred to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans herein as its "Facility A Commitment". No Lender shall --- --------------------- be made required to make any Facility A Loan if, immediately after giving effect thereto and thereto, the application of the proceeds therefrom: (i) the sum of (x) the then aggregate outstanding principal amount of Initial Revolving all Facility A Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Facility B Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such timeAggregate Commitment. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loansat any time prior to the Facility Termination Date. The Facility A Commitments shall expire on the Facility Termination Date. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Each Facility B Lender severally agrees, subject to and on the terms and conditions of set forth in this Agreement, to make loans in Dollars (each a "Facility B ---------- Loan") to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during in amounts not to exceed in the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, in an ---- aggregate principal amount at any one time outstanding not exceeding the Swingline such Facility B Lender's Facility B Commitment; provided that no Borrowing of Swingline Loans the Facility B Lenders shall not in any event be made if immediately -------- obligated to make any Facility B Loan if, after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure sum of the outstanding principal amount of the Facility B Loans would exceed its Revolving Credit Commitment the Aggregate Facility B Commitment, or (ii) the sum of (x) the aggregate outstanding principal amount of Revolving the Facility A Loans plus the outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline the Facility B Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at Aggregate Commitment; and provided, -------- further, that no Facility B Lender shall be obligated to make any Facility ------- B Loan if, after giving effect thereto, the sum of the outstanding principal amount of all Facility A Loans and Facility B Loans owing to such timeFacility B Lender would exceed its Commitment. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject Facility B Loans at any time prior to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as Termination Date. The Facility B Commitments shall expire on the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementTermination Date.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on upon the terms and conditions of this Agreement, each Lender severally agrees to make a loan in Dollars to the Borrower on the Closing Date in (each a principal amount not to exceed its Initial "Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” B"; and collectively, the “Initial Revolving Loans”"Term Loans B") to the Borrower in the principal amount set forth below opposite such Lender's name (herein called such Lender's "Term Loan B Committed Amount"). The total of each Lender's Term Loan B Committed Amount is herein called the "Total Term Loan B Committed Amount". The proportionate share set forth below opposite each Lender's name is herein called such Lender's "Term Loan B Pro Rata Share": (Term Loan B Commitments). "Trademarks" means and includes in each case whether now existing or hereafter arising, all of the Borrower's or any Subsidiary's rights, title and interest in and to (a) any and all trademarks (including service marks), trade names and trade styles, and applications for registration thereof and the goodwill of the business symbolized by any of the foregoing, (b) any and all licenses of trademarks, service marks, trade names and/or trade styles, whether as licensor or licensee, (c) any renewals of any and all trademarks, service marks, trade names, trade styles and/or licenses of any of the foregoing, (d) income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages, claims, and payments for past, present and future infringements thereof, (e) rights to ▇▇▇ for past, present and future infringements of any of the foregoing, including the right to settle suits involving claims and demands for royalties owing, and (f) all rights corresponding to any of the foregoing throughout the world. "UK Borrowing Base" has the meaning described in Section (C) UK BORROWING BASE. (UK Borrowing Base). "UK Borrowing Base Deficiency" has the meaning described in Section (C) UK BORROWING BASE. (UK Borrowing Base). "UK Borrowing Base Report" has the meaning described in Section (D) UK BORROWING BASE REPORT. (UK Borrowing Base Report). "UK Collateral" means the collective reference to all property of Norwich and ▇▇▇▇▇ UK from time to time on any Business Day during the period from and including, to subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions Liens of this Agreement, the Borrower may borrowUK Security Documents and the other Financing Documents, repay together with any and reborrow Initial Revolving Loans. all cash and non-cash proceeds and products thereof. "UK Commitment Fee" has the meaning described in Section (bD) Subject UK COMMITMENT FEE. (the UK Commitment Fee). "UK Credit Facilities Guaranty" means (i) the guaranty of payment of the UK Obligations to NationsBank from the terms and conditions of this AgreementParent, the Initial Revolving Loans shall be available on Borrower and each Subsidiary Guarantor and (ii) the Closing Date in an aggregate principal amount guaranty of up payment of the UK Obligations of ▇▇▇▇▇ UK to $150,000,000. (c) The Swingline Lender agrees, subject to and on NationsBank from Norwich. each as the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), same may from time to time on any Business Day during be amended, restated, supplemented or otherwise modified. "UK Credit Facility" means the period from the Business Day following the Closing Date to but not including the Initial UK Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not exceeding Facility or the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional UK Term Loan CommitmentsFacility, as the case may be, and "UK Credit Facilities" means collectively the UK Revolving Credit Facility and the UK Term Loan Facility, and any and all other credit facilities now or hereafter extended to ▇▇▇▇▇ UK or Norwich under or secured by this Agreement and/or any of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed UK Security Documents. "UK Excess Cash Flow" means for any such Lender at annual period of determination thereof and with respect to ▇▇▇▇▇ UK and Norwich only, an amount equal to fifty percent (50%) of the time sum of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment(a) EBITDA, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.less (b) non- financed Capital Expenditures permitted by Section (F)

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, Borrowers from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, Availability Period; provided that no Borrowing of Initial Revolving Loans Lender shall be made obligated to make any Revolving Loan if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of Revolving Loans made pursuant to such Borrowing), (x) the aggregate principal amount Credit Exposure of Initial Revolving Loans of such any Lender outstanding at such time, (y) such Lender’s Swingline Exposure would exceed its Commitment at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, or (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Aggregate Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject Within the foregoing limits, and subject to and on the terms and conditions of this Agreementhereof, the Borrower Borrowers may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to the Borrowers, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, Availability Period 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 if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount Credit Exposure of Revolving Loans outstanding any Lender (other than the Swingline Lender) would exceed its Commitment at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such timetime or (z) if any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the applicable Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender, and provided, further, that the Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to such ▇▇▇▇▇▇’s Ratable Share of such Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e2.2(d)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, the each Lender holding an Initial Revolving Commitment agrees, severally and not jointly, to make Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (eachin Dollars or in one or more Alternative Currencies, a “Swingline Loan,” at any time and collectively, the “Swingline Loans”), from time to time on any Business Day during and after the period from Restatement Date, and until the Business Day following the Closing Date to but not including earlier of the Initial Revolving Credit Maturity DateDate and the termination of the Initial Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Lender’s Revolving Credit Exposure would exceed its exceeding such Lender’s Initial Revolving Credit Commitment or (ii) Commitment. Within the sum of (x) limits set forth in this Section 2.01 and subject to the aggregate principal amount of Revolving Loans outstanding at such timeterms, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time conditions and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementlimitations set forth herein, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) pay or prepay and reborrow Swingline Loans. (di) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementrelying upon the representations and warranties herein set forth and in the Second Amendment, each 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 any Additional the New 2020 Revolving Credit Commitment or Additional Term Loan CommitmentsLenders, as the case may be, of a given Class“2020 Revolving Lenders”) agrees, severally and not jointly, agrees to make Additional 2020 Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerBorrower in Dollars or in one or more Alternative Currencies, which Loans shall not exceed for at any such Lender at time and from time to time on and after the time Second Amendment Closing Date, and until the earlier of any incurrence thereof the Additional 2020 Revolving Credit Maturity Date and the termination of the 2020 Revolving Commitment or Additional Term Loan Commitment, as the case may be, of such Class 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 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, that 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. (i) 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 such Exchanging Revolving Lender elects to exchange all of such Lender’s Initial Revolving Commitments for 2020 Revolving Commitments, the amount of Initial Revolving Commitments held by such Exchanging Revolving Lender shall be exchanged for the amount of such Exchanging Revolving Lender’s 2020 Revolving Commitment as set forth in the applicable Incremental Facility Agreementunder Part II of Schedule 2.01 hereto.

Commitments. Holdings, the Borrower and the Lenders acknowledge and agree that under the Existing Credit Agreement (ax) Each Initial the aggregate principal balance of all Original Term Lender severally agreesLoans (under and as defined therein) outstanding on the First Amendment Effective Date was $187,625,000.00 (exclusive of interest, subject fees and expenses), and each of Holdings and the Borrower acknowledge and agree that, as of the Third A&R Effective Date, neither the Borrower nor any other Loan Party has any defense, counterclaim or setoff with respect to the payment of such amount and (y) the aggregate principal balance of all Revolving Loans (under and as defined therein) outstanding on the First Amendment Effective Date (the “Existing Revolving Loans”) was $25,000,000.00 (exclusive of interest, fees and expenses), and each of Holdings and the Borrower acknowledge and agree that, as of the Third A&R Effective Date, neither the Borrower nor any other Loan Party has any defense, counterclaim or setoff with respect to the payment of such amount. Subject to the terms and conditions set forth herein, (a) the entire amount of the Original Term Loans shall be deemed outstanding under this Agreement, (a) the entire amount of the Existing Revolving Loans shall be deemed to be outstanding under this Agreement and held by each Lender with a Revolving Commitment, (c) each Lender with a Revolving Commitment agrees to make Revolving Loans to the Borrower following the Third A&R Effective Date and from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure (together with the LC Exposure of such Lender and obligations of such Lender with respect to outstanding Swingline Loans) exceeding such Lender’s Revolving Commitment (taking into account any Revolving Loans outstanding on the Third A&R Effective Date) (and, in the case of any Swingline Lender or Issuing Bank unless waived by such Person in its sole discretion, that will not result in the aggregate amount of the Revolving Loans and Swingline Loans funded by such Person, when aggregated with the face amount of all Letters of Credit issued by such Person, exceeding the amount of such Person’s Revolving Commitment), and (d) each Lender agrees to make a term loan in Dollars (each a “New Third A&R Term Loan” and together with the Original Term Loans, the “Third A&R Term Loans”) to the Borrower on the Closing Third A&R Effective Date in a an aggregate principal amount not such that, immediately after giving effect thereto, the portion of the Third A&R Term Loan held by each Lender is equal to exceed its Initial the amount set forth opposite such Lender’s name in Schedule 2.01 under the heading “Third A&R Term Loan Commitment” (such Commitments, the “Third A&R Term Loan Commitments”), which commitments supersede the Second A&R Closing Date Delayed Draw Term Loan Commitments. To The Agents, Lenders and Loan Parties further agree that the extent repaidOriginal Term Loans and the New Third A&R Term Loans are combined to constitute a single Class of term loans known as the Third A&R Term Loans with an aggregate principal balance, immediately following the initial funding of the New Third A&R Term Loans, equal to $300,000,000. The Borrower shall designate in the relevant Borrowing Request whether each Borrowing will be maintained as a Eurodollar Loan or an ABR Loan and, if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. Amounts repaid or prepaid in respect of Third A&R Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (a) to make a loan in Dollars Tranche A Term Loans to the Borrower on no more than four occasions during the Closing Date Tranche A Term Loan Availability Period, in an aggregate principal amount not to exceed its Tranche A Commitment, (b) to make a Tranche B Term Loan to the Borrower, on the Restatement Date, in a principal amount not to exceed its Initial Tranche B Commitment, (c) if such Lender has so committed pursuant to Section 2.24, to make Incremental Term Loans to the Borrower on or prior to the Incremental Facility Cutoff Date, in an aggregate amount not to exceed its Incremental Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, (d) to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) Loans to the Borrower, at any time and from time to time on any Business Day during or after the period from Original Closing Date, and including, subject to Section 2.01(c), until the Closing Date to but not including earlier of the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto Date and the application termination of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans Credit Commitment of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on in accordance with the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Datehereof, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Lender’s 's Revolving Credit Exposure would exceed its exceeding such Lender's Revolving Credit Commitment or Commitment. Within the limits set forth in clause (iid) of the sum of (x) preceding sentence and subject to the aggregate principal amount of Revolving Loans outstanding at such timeterms, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time conditions and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementlimitations set forth herein, the Borrower may borrow, repay (including by means pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of a Borrowing of Term Loans may not be reborrowed. The Borrower and the Lenders acknowledge that Revolving Loans and Term Loans pursuant to Section 2.02(e)the Original Credit Agreement are outstanding on the Restatement Date and agree that (i) such Revolving Loans and reborrow Swingline Loans. (d) Subject Term Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and any applicable Incremental Facility Agreementthe other Loan Documents, each Lender with any Additional Revolving (ii) the Term Loans that were made pursuant to the Original Credit Commitment or Additional Term Loan Commitments, Agreement are referred to in this Agreement as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional "Tranche A Term Loans, as " and (iii) the case may be, of such Class Term Commitments that remained unused and available immediately prior to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, Restatement Date are referred to herein as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement"Tranche A Commitments".

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Term Lender severally, and not jointly, agrees to make a loan in Dollars (each, a “Term Loan” and collectively, the “Term Loans”) to the Borrower Borrowers on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of Commitment (each loan made under this Agreement, to make revolving loans in Dollars (eachSection 2.01(a), an “Initial Revolving Term Loan,” and collectively, the “Initial Revolving Term Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender and each Additional Lender with any Additional Revolving Credit Commitment or Additional Term Loan CommitmentsCommitment, as the case may be, of for a given ClassClass severally, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerBorrowers, which Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof thereof, the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in or Additional Lender on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Facility AgreementTerm 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.

Commitments. (a) Each Initial Term Lender Bank severally agrees, subject to and on the terms and conditions of this Agreementhereinafter set forth, to make a loan in Dollars Revolving Credit Loans to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from Commitment Period, and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto purchase undivided interests and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter participations in Facility Letters of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such timein accordance with subsection 2.16 hereof, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up Loans made by such Bank and of such Bank's Ratable Share of the Facility L/C Obligations not to $150,000,000exceed 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 Credit Loan are immediately used to repay a Swingline Loan. (c) The No Revolving Credit Loans shall be made at any time that any Swingline Lender agreesLoan is outstanding, subject except for Revolving Credit Loans that are used, on the day on which made, to repay in full the outstanding principal balance of the Swingline Loans. During the Commitment Period and on as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loanshereof. (d) Subject to the terms and conditions of this Agreement (including the limitations on the availability of Eurodollar Rate Loans and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit including the termination of the Aggregate Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in Section 9 hereof), the applicable Incremental Facility AgreementRevolving Credit Loans may from time to time be (i) Eurodollar Rate Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by Borrower and notified to Agent in accordance with subsection 2.3 hereof, provided (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) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Commitment, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of made pursuant to such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such timeBorrowing), (y) the aggregate principal amount Revolving Credit Exposure of Swingline Loans outstanding any Lender would exceed its Commitment at such time and or (z) the aggregate Letter of Aggregate Revolving Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to the Borrower, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Swingline Maturity Date (or, if earlier, the Revolving Credit Maturity 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 Lender outstanding at such time, would exceed the Swingline Lender’s own Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (iy) the Swingline Lender’s Revolving Credit Exposure of any Lender would exceed its Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e2.2(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an a “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, Borrowers from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, Availability Period; provided that no Borrowing of Initial Revolving Loans Lender shall be made obligated to make any Revolving Loan if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of Revolving Loans made pursuant to such Borrowing), (x) the aggregate principal amount Credit Exposure of Initial Revolving Loans of such any Lender outstanding at such time, (y) such Lender’s Swingline Exposure would exceed its Commitment at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, or (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Aggregate Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject Within the foregoing limits, and subject to and on the terms and conditions of this Agreementhereof, the Borrower Borrowers may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to the Borrowers, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, Availability Period 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 if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount Credit Exposure of Revolving Loans outstanding any Lender would exceed its Commitment at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such timetime or (z) if any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the applicable Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender, and provided, further, that the Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to such ▇▇▇▇▇▇’s Ratable Share of such Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e2.2(d)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementhereof and relying upon the representations and warranties set forth herein, (a) each Term Lender agrees, severally and not jointly, to make re-evidence and/or fund a loan in Dollars Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, and all Term Loans may not under the Existing NRG Credit Agreement and outstanding on the Closing Date shall be reborrowed. Each Initial re-evidenced as Term Loans hereunder, (b) each Revolving Credit Lender severally agrees, subject to severally and on the terms and conditions of this Agreementnot jointly, to make revolving loans in Dollars (each, an “Initial re-evidence and/or fund Revolving Loan,” and collectively, the “Initial Revolving Loans”) Loans to the Borrower, at any time and from time to time on any Business Day during the period from and including, subject to Section 2.01(c), after the Closing Date to but not including and until the Initial earlier of the Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto Date and the application termination of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at of such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on Lender in accordance with the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Datehereof, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans shall be made if immediately after giving effect thereto and the application of the proceeds therefrom, (i) the Swingline result in such Revolving Credit Lender’s Revolving Credit Exposure would exceed its exceeding such Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Lender’s Revolving Credit Commitment, and all Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and under the Existing NRG Credit Agreement outstanding on the terms Closing Date shall be re-evidenced as Revolving Loans and Revolving Credit Commitments hereunder; provided that notwithstanding the foregoing, and only with respect to Revolving Loans to be funded on the Closing Date, the Borrower may request Revolving Loans on the Closing Date to the extent the Borrower has, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of more than $1,000,000,000 on the Closing Date, and (c) each Funded L/C Lender agrees, severally and not jointly, to re-evidence and/or fund its Credit-Linked Deposit with the Deposit Bank on the Closing Date in accordance with Section 2.24, and all Credit-Linked Deposits under the Existing NRG Credit Agreement outstanding on the Closing Date shall be re-evidenced as Credit-Linked Deposits hereunder. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions of this Agreementand limitations set forth herein, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) pay or prepay and reborrow Swingline Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions set forth herein: (a) (i) the Converted Term B-5 Loan of this Agreementeach Consenting Term B Lender is hereby converted to a Term B Loan to the Borrower in Dollars and in like principal amount on the Closing Date. All accrued and unpaid interest on the Term B-5 Loans to, but not including the Closing Date, but no amounts under Section 2.16 shall be payable in connection with such conversion. , (ii) Thethe Additional Term B Lender agrees to make a loan Loan (a “Term B Loan”, which term shall include each Loan converted from a Converted Term B-5 Loan pursuant to clause (a)(i) above) denominated in Dollars to the Borrower on the Closing Date in a an aggregate principal amount not equal to exceed its Initial the Term B Commitment, (iii) the Converted Term B-2 Loan Commitment. To of each Converting Term B Lender is hereby converted to a Term B-2 Loan to the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to Borrower in Dollars and in like principal amount on the terms and conditions of this Agreement, Amendment No. 2 Effective (b) each Lender agrees to make revolving loans Revolving Facility Loans of a Class in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the Availability Period in an aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, that will not result in (y) such Lender’s Swingline Exposure at such time and (zi) such ▇▇▇▇▇▇’s Letter of Revolving Facility Credit Exposure at of such time would exceed its Initial Class exceeding such ▇▇▇▇▇▇’s Revolving Credit Facility Commitment at of such time; or Class or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Facility Credit Exposure of all such Class exceeding the total Revolving Lenders at Facility Commitments of such time would exceed Class. Within the aggregate Initial Revolving Credit Commitments at such time. Subject foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Initial Revolving Facility Loans., (bc) Subject each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions of this Agreement, set forth in the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this applicable Incremental Assumption Agreement, to make loans in Dollars Incremental Term Loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity DateBorrower, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would to exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such timeIncremental Term Loan Commitment, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans.and (d) Subject to the terms and conditions amounts of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment Term Loans borrowed under Section 2.01(a) or Additional Term Loan Commitments, as the case Section 2.01(c) that are repaid or prepaid may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementbe reborrowed.

Commitments. (a) Each Initial Term Dollar Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Dollar Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), including the Closing Date to but excluding the Termination Date, in an aggregate principal amount at any time outstanding not including the Initial Revolving Credit Maturity Dateexceeding its Dollar Commitment, provided that no Borrowing of Initial Revolving Dollar Loans shall be made if, immediately after giving effect thereto (and the application to any concurrent repayment of the Swingline Loans with proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Dollar Loans of made pursuant to such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such timeBorrowing), (y) the aggregate principal amount Revolving Dollar Credit Exposure of Swingline Loans outstanding any Dollar Lender would exceed its Dollar Commitment at such time and or (z) the aggregate Letter of Aggregate Revolving Dollar Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Dollar Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Dollar Loans. (b) Each Multicurrency Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make Multicurrency Loans to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but excluding the Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Multicurrency Commitment, provided that no Borrowing of Multicurrency Loans shall be made if, immediately after giving effect thereto, (y) the Dollar Amount of Multicurrency Loans of any Multicurrency Lender would exceed its Multicurrency Commitment at such time or (z) the Dollar Amount of the aggregate outstanding Multicurrency Loans would exceed the aggregate Multicurrency Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000Borrower may borrow, repay and reborrow Multicurrency Loans. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”)) to the Borrower under the Dollar Commitments, from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including excluding the Initial Revolving Credit Swingline Maturity Date (or, if earlier, the 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 Dollar Loans made by the Swingline Lender in its capacity as a Dollar Lender outstanding at such time, would exceed the Swingline Lender’s own Dollar Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount Revolving Dollar Credit Exposure of Revolving Loans outstanding any Dollar Lender would exceed its Dollar Commitment at such time, (y) the aggregate Letter of Aggregate Revolving Dollar Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Dollar Commitments at such timetime or (z) any Lender is at such time a Defaulting Lender hereunder, unless the aggregate Swingline Exposure of such Lender has been reallocated pursuant to Section 2.21(c)(i) and any amount not reallocated has been cash collateralized pursuant to Section 2.21(c)(ii) or the Swingline Lender has entered into other satisfactory arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Dollar Loans pursuant to Section 2.02(e2.2(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. Subject to the terms and express conditions set forth herein, (a%3) Each Initial (%4) each Tranche A Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, agrees to make a single term loan (each such loan, a “Tranche A Term Loan”) to the Borrower on a Business Day during the Tranche A Availability Period elected by the Borrower in its sole discretion (such date, the “Tranche A Borrowing Date”) in Dollars in a principal amount equal to its Tranche A Term Commitment and (%4) each Tranche B Term Lender severally agrees to make a single term loan (each such Loan, a “Tranche B Term Loan”) to the Borrower on the Closing Restatement Date in Dollars (or, in the case of a Converting Refinancing Term Lender, convert, exchange or roll its Existing Term Loan for a Tranche B Term Loan in an equal principal amount or a less than equal amount in the discretion of the Tranche B Term Loan Administrative Agent) in a principal amount not equal to exceed its Initial Tranche B Term Loan Commitment, and (%3) each Revolving Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in Dollars or in an Alternative Currency, in an aggregate principal amount such that its Revolving Exposure will not exceed its Revolving Commitment. To Within the extent repaidforegoing limits and subject to the terms and express conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans (without premium or penalty). Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject The Term Commitments will terminate in full upon the making of the Loans referred to and on in clause (a) above. Substantially simultaneously with the terms and conditions borrowing of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectivelyTranche B Term Loans, the “Initial Revolving Borrower shall fully prepay any outstanding Existing Term Loans”) , together with accrued and unpaid interest thereon to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Restatement Date, ; provided that no Borrowing each Converting Refinancing Term Lender irrevocably agrees to accept, in lieu of Initial Revolving Loans shall be made if, immediately after giving effect thereto and cash for the application of the proceeds therefrom: (i) the sum of (x) the aggregate outstanding principal amount of Initial Revolving Loans its Existing Term Loan so prepaid, delivery from the Borrower on the Restatement Date of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate an equal principal amount of Initial Revolving Tranche B Term Loans. The initial Borrowing of the Tranche B Term Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms Restatement Date will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Restatement Date and conditions ending on October 26, 2017 (provided that if such date is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the preceding Business Day). The Borrower shall pay breakage to the extent required in accordance with the Existing Credit Agreement as though (solely for this purpose) each Existing Term Loan of this Agreementa Converting Refinancing Term Lender had been prepaid on the Restatement Date. Notwithstanding anything to the contrary contained herein, payments and prepayments of principal and interest on the Existing Term Loans made on the Restatement Date in connection with the replacement of Non-Consenting Lenders pursuant to Section 9.02(c) hereof may be applied on a non-ratable basis as the Borrower may borrow, repay and reborrow Initial Revolving Loansdirect. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementset forth herein, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (ca) The Swingline each US Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional US Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the BorrowerUS Borrowers under the US Facility from time to time from the Closing Date to the US Termination Date, which up to the amount of its US Commitment, (b) each Belgian Lender agrees, severally and not jointly, to make Belgian Revolving Loans to the Belgian Borrowers under the Belgian Facility from time to time from the Closing Date to the Belgian Termination Date, up to the amount of its Belgian Commitment, and (c) each Luxembourg Lender agrees, severally and not jointly, to make Luxembourg Revolving Loans to the Luxembourg Borrowers under the Luxembourg Facility from time to time from the Closing Date to the Luxembourg Termination Date, up to the amount of its Luxembourg Commitment; provided, that: (a) (i) US Revolving Loans shall be denominated in Dollars; (ii) Belgian Revolving Loans shall be denominated in Dollars or Euros; and (ii) Luxembourg Revolving Loans shall be denominated in Dollars or Euros; (b) all Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof; (c) Revolving Loans shall not be made, and shall not be required to be made, by any Lender in the event that, after giving effect to such Revolving Loans, the Total Revolver Usage would exceed for the Total Loan Cap at such time; (d) US Revolving Loans shall not be made, and shall not be required to be made, by any Lender in the event that, after giving effect to such US Revolving Loans, the US Revolver Usage would exceed the lesser of the US Loan Limit as then in effect or the US Borrowing Base at such time; (e) Belgian Revolving Loans shall not be made to a Belgian Borrower, and shall not be required to be made to such Belgian Borrower, by any Lender at in the time of any incurrence thereof event that after giving effect to such Belgian Revolving Loans, the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, Belgian Revolver Usage of such Class Belgian Borrower would exceed the lesser of the Belgian Loan Limit of such Belgian Borrower as then in effect or the Belgian Borrowing Base of such Belgian Borrower at such time; (f) Luxembourg Revolving Loans shall not be made to a Luxembourg Borrower, and shall not be required to be made to such Luxembourg Borrower, by any Lender as set forth in the applicable Incremental Facility Agreementevent that after giving effect to such Luxembourg Revolving Loans, the Luxembourg Revolver Usage of such Luxembourg Borrower would exceed the lesser of the Luxembourg Loan Limit of such Luxembourg Borrower as then in effect or the Luxembourg Borrowing Base of such Luxembourg Borrower at such time; (g) Belgian Lenders shall have no obligation to a Belgian Borrower to honor any request for a Belgian Revolving Loan on or after the Belgian Termination Date; Luxembourg Lenders shall have no obligation to a Luxembourg Borrower to honor any request for a Luxembourg Revolving Loan on or after the Luxembourg Termination Date, and US Lenders shall have no obligation to a US Borrower to honor any request for a US Revolving Loan on or after the US Termination Date.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, and relying upon the Initial representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans shall be available on to the Closing Borrowers, at any time and from time to time from the Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of up Revolving Loans at any time outstanding not to $150,000,000.exceed the amount of such Lender’s Revolving Credit Commitment; (cii) The Swingline each Term Loan A Lender agrees, subject severally agrees to and make the Term Loan A to the Borrowers on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Effective Date, in an aggregate principal amount at any time outstanding not exceeding to exceed the Swingline amount of such Term Loan A Lender’s Term Loan A Commitment; provided that no Borrowing and (iii) each Term Loan B Lender severally agrees to make the Term Loan B to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of Swingline Loans shall be made if immediately after giving effect thereto and such Term Loan B Lender’s Term Loan B Commitment. (b) Notwithstanding the application of the proceeds therefrom, foregoing: (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the The aggregate principal amount of Revolving Loans outstanding at such time, any time to the Borrowers shall not exceed the lower of (yA) the aggregate Letter of Total Revolving Credit Exposure of all Revolving Lenders at such time Commitment and (zB) the then current Borrowing Base. The Revolving Credit Commitment of each Revolving Loan Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrowers may borrow, repay and reborrow, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (A) The aggregate principal amount of Swingline Loans outstanding at such time would Term Loan A made on the Effective Date shall not 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 pursuant to Section 2.02(e)) and reborrow Swingline LoansTotal Term Loan A Commitment. (dB) Subject to the terms and conditions The aggregate principal amount of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as B made on the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans Effective Date shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Total Term Loan B Commitment, as . (C) Any principal amount of the case Term Loans which is repaid or prepaid may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementnot be reborrowed.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Initial Term Lender severally, and not jointly, agrees to make a loan in Dollars an Initial Term Loan to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment. To Amounts paid or prepaid in respect of the extent repaid, Initial Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility AgreementAmendment, each Lender with any an Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Term Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility AgreementAmendment. (c) Subject to and upon the terms and conditions set forth in the First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower on the First Amendment Effective Date in Dollars in a principal amount not to exceed its 2019 Replacement Term Loan Commitment. Subject to and upon the terms and conditions set forth in the First Amendment, each 2019 Incremental Term Lender severally, and not jointly, agrees to make a 2019 Incremental Term Loan to the Borrower on the First Amendment Effective Date in Dollars in a principal amount not to exceed its 2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall constitute, and shall be treated as, a single Class of “2019 New Term Loans” and “Term Loans” under the Loan Documents.

Commitments. (a) Each Initial On the Second Amendment Effective Date, the initial Term Lender severally agrees, subject Lenders made the Existing Tranche B-1 Term Loans (as defined in the Third Amendment) to and on the Borrower in the original aggregate principal amount of $920,791,875. Subject to the terms and conditions of this Agreementset forth in the Third Amendment, the Third Amendment Term Lenders (as defined in the Third Amendment) agree, severally and not jointly, to make a loan the Third Amendment Tranche B-1 Term Loans ( as defined in Dollars the Third Amendment) to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Third Amendment Effective Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender and each Additional Lender with any Additional Revolving Credit Commitment or Additional Term Loan CommitmentsCommitment, as the case may be, of for a given ClassClass severally, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof thereof, the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in or Additional Lender on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Facility AgreementTerm 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.

Commitments. (a) Each Initial Term Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make loans (each, a “Revolving Loan” and, collectively, the Initial “Revolving Loans shall be available on Loans”) to the Closing Borrower at any time and from time to time from the Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of up Revolving Loans at any time outstanding not to $150,000,000.exceed the lesser of (A) the amount of such Lender’s Revolving Credit Commitment, and (B) the amount of such Lender’s Pro Rata Share of the then extant Borrowing Base; (cii) The Swingline each Term Loan Lender agrees, subject to and on the terms and conditions of this Agreement, severally agrees to make loans in Dollars to the Borrower a term loan (each, a “Swingline Loan,” and collectively, the “Swingline LoansTerm Loan”), from time ) to time the Borrower on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Effective Date, in an aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment; and (iii) each Delayed Draw Term Loan Lender severally agrees to make term loans (each a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower at any time and from time to time from the Effective Date to the Delayed Draw Term Loan Commitment Expiry Date, or until the earlier reduction of its Delayed Draw Term Loan Commitment to zero in accordance with the terms hereof, in an amount requested by the Borrower not to exceed such Delayed Draw Term Loan Lender’s Pro Rata Share of (A) the Delayed Draw Term Loan Amount, minus (B) the aggregate amount of all Delayed Draw Term Loans previously made hereunder (without regard to any repayment or prepayment thereof). (b) Notwithstanding the foregoing, “Revolving Loans” (as defined in the Original Financing Agreement) outstanding not exceeding under the Swingline Commitment; provided Original Financing Agreement on the Effective Date, if any (the “Existing Revolving Loans”) shall be converted into Revolving Loans hereunder, it being understood that no Borrowing repayment of Swingline the Existing Revolving Loans is being effected hereby, but merely an amendment, restatement, and renewal in accordance with the terms hereof. Any Revolving Loans made pursuant to the conversion of any Existing Revolving Loans into Revolving Loans shall be deemed made if immediately after giving effect thereto and by the application Revolving Loan Lenders proportionately to their Pro Rata Shares of the proceeds therefrom, (i) the Swingline Lender’s Total Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline LoansCommitment. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementhereof, to make a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving each Lender severally agrees, subject to and on the terms and conditions of this Agreement, agrees to make revolving credit loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Dollar Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from and includingCommitment Period; provided that, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto to such borrowing and the application use of the proceeds therefrom: thereof, (i) such Lender’s Extensions of Credit do not exceed the sum amount of such Lender’s Commitment and (ii) the Total Extensions of Credit shall not exceed the lesser of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure Borrowing Base at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Total Commitments then in effect. During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Dollar Loans outstanding at such time in whole or in part, and (z) the aggregate Letter of Credit Exposure of reborrowing, all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on in accordance with the terms and conditions of this Agreementhereof. The Dollar Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower may borrow, repay and reborrow Initial Revolving Loansnotified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) Subject to the terms and conditions hereof, each Foreign Currency Lender severally agrees to make revolving credit loans in Foreign Currencies (“Foreign Currency Loans”) to the Borrower from time to time during the Commitment Period; provided that, after giving effect to such borrowing and the use of this Agreementproceeds thereof, (i) such Lender’s Foreign Currency Extensions of Credit do not exceed the Initial Revolving amount of such Lender’s Foreign Currency Commitment, (ii) such Lender’s Extensions of Credit do not exceed the amount of such Lender’s Commitment, (iii) the Total Foreign Currency Extensions of Credit shall not exceed the lesser of (x) the Borrowing Base at such time and (y) the Total Foreign Currency Commitments then in effect and (iv) the Total Extensions of Credit shall not exceed the lesser of (x) the Borrowing Base at such time and (y) the Total Commitments then in effect. During the Commitment Period the Borrower may use the Foreign Currency Commitments by borrowing, prepaying the Foreign Currency Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Foreign Currency Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000Eurocurrency Loans. (c) The Swingline Lender agrees, subject to and Borrower shall repay all outstanding Loans on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Termination Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreement.

Commitments. (a) Each Initial Term Lender severally agrees, Upon and subject to and on the terms and conditions of this Agreementhereof, to make (i) each Lender (other than a loan in Dollars to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”Non-NAIC Lender) to the Borrower, hereby agrees from time to time on any Business Day during the period from and includingAvailability Period to Issue Letters of Credit as Syndicated Letters of Credit for the account of any Borrower, subject to Section 2.01(c), the Closing Date to but not including the Initial Revolving Credit Maturity Date, provided that no Borrowing of Initial Revolving Loans shall be made if, immediately after giving effect thereto and the application of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum of (x) the aggregate principal amount of Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Initial Revolving Loans. (b) Subject to the terms and conditions of this AgreementArticle III, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (cii) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), each Fronting Bank hereby agrees from time to time on any Business Day during the period Availability Period to Issue Letters of Credit as Participated Letters of Credit for the account of any Borrower and each Lender hereby agrees to purchase participations in the obligations of the Fronting Banks under Letters of Credit issued as Participated Letters of Credit, subject to the terms and conditions of Article III, (iii) each Fronting Bank hereby agrees from the time to time on any Business Day following during the Closing Date Availability Period to but not including Issue a Non-NAIC Lender’s Ratable Share of any Letter of Credit issued as a Syndicated Letter of Credit (and each such Non-NAIC Lender hereby agrees to purchase participations in the Initial Revolving Credit Maturity Dateobligations of such Fronting Bank in the amount of its Ratable Share of such Letter of Credit), in an aggregate principal amount at and (iv) each Lender hereby agrees to make loans (each, a “Loan,” and collectively, the “Loans”) to any Borrower from time outstanding not exceeding to time on any Business Day during the Swingline CommitmentAvailability Period; provided that no Borrowing of Swingline Loans Lender shall be made if obligated to make or participate in any Credit Extension if, immediately after giving effect thereto and the application of the proceeds therefromthereto, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount Credit Exposure of Revolving Loans outstanding such Lender would exceed its Commitment at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders would exceed the Aggregate Commitments at such time and or (z) with respect to the aggregate principal amount Issuance of Swingline Loans outstanding at such time would exceed Letters of Credit, the aggregate Revolving Credit Commitments at such timeapplicable conditions in Section 3.3 are not met. Subject Within the foregoing limits, and subject to and on the terms and conditions of this Agreementhereof, the Borrower Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility Agreement, each Lender with any Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of on a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term revolving basis Loans, as the case and may be, obtain Letters of such Class Credit on a revolving basis to the Borrower, which Loans shall not exceed for any such Lender at the time replace Letters of any incurrence thereof the Additional Revolving Credit Commitment that have expired or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility Agreementthat have been drawn upon and reimbursed.

Commitments. (a) Each Initial Term Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make a loan in Dollars Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment. To the extent repaid, Term Loans may not be reborrowed. Each Initial ; (ii) each Revolving Lender severally agreesseverally, subject to and on the terms and conditions of this Agreementnot jointly, agrees to make revolving loans in Dollars (each, an “Initial Revolving Loan,” and collectively, the “Initial Revolving Loans”) Loans to the BorrowerBorrower in Dollars, if applicable, at any time and from time to time on any Business Day during the period from and including, subject to Section 2.01(c), after the Closing Date to but not including Date, and until the earlier of the Initial Revolving Credit Maturity DateDate and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, provided that no 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; and (iii) each Initial Delayed Draw Term Lender severally, and not jointly, agrees to make Initial Delayed Draw Term Loans shall be made ifto 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 the Closing Date, immediately after giving effect thereto and until the application earlier of the proceeds therefrom: (i) the sum of (x) the aggregate principal amount of Initial Revolving Loans of such Lender outstanding at such time, (y) such Lender’s Swingline Exposure at such time Delayed Draw Term Loan Commitment Termination Date and (z) such ▇▇▇▇▇▇’s Letter of Credit Exposure at such time would exceed its Initial Revolving Credit Commitment at such time; or (ii) the sum termination of (x) the aggregate principal amount Initial Delayed Draw Term Loan Commitment of such Initial Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time would exceed the aggregate Initial Revolving Credit Commitments at such time. Subject to and on Delayed Draw Term Lender in accordance with the terms hereof. The Initial Delayed Draw Term Loans and conditions Initial Term Loans are the same Class of Term Loans for all purposes under this Agreement. On the Initial Delayed Draw Term Loan Commitment Termination Date, to the extent requested by the Borrower in accordance with Section 2.03, the Initial Delayed Draw Term Loans may be borrowed in an amount not to exceed any unused Initial Delayed Draw Term Loan Commitment as of the date of such Borrowing. (iv) Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, repay pay or prepay and reborrow Initial Revolving Loans. Amounts paid or prepaid in respect of the Initial Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement, the Initial Revolving Loans shall be available on the Closing Date in an aggregate principal amount of up to $150,000,000. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), from time to time on any Business Day during the period from the Business Day following the Closing Date to but not including the Initial Revolving Credit Maturity Date, 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 and the application of the proceeds therefrom, (i) the Swingline Lender’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or (ii) the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 pursuant to Section 2.02(e)) and reborrow Swingline Loans. (d) Subject to the terms and conditions of this Agreement and any applicable Incremental Facility AgreementAmendment, each Lender with any an Additional Revolving Credit Commitment or Additional Term Loan Commitments, as the case may be, of a given Class, severally and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Revolving Credit Commitment or Additional Term Loan Commitment, as the case may be, of such Class of such Lender as set forth in the applicable Incremental Facility AgreementAmendment. (c) Administrative Agent may from time to time classify all or any portion of outstanding Initial Delayed Draw Term Loans, in each case in a minimum principal amount of $5,000,000, as a separate tranche of Term Loans, each of which shall be deemed separate and independent tranches of term loans from the other Term Loans hereunder; provided, that once so classified, a separate and independent tranche of Initial Delayed Draw Term Loans shall not be subject to reclassification hereunder. In connection with any such classification (v) the applicable Initial Delayed Draw Term Loans shall be given a numerical designation in ascending order based on the date such Initial Delayed Draw Term Loans are so classified (on an earliest to latest basis, for example, DDTL-1, DDTL-2, DDTL-3, etc.), which numerical designation shall apply to such Initial Delayed Draw Term Loans for all purposes of this Agreement and the other Loan Documents to separately identify that particular tranche of Initial Delayed Draw Term Loans from the other tranches of Initial Delayed Draw Term Loans funded under the Initial Delayed Draw Term Loan Commitment, and each reference herein and in the other Loan Documents to “Initial Delayed Draw Term Loans,” “each Initial Delayed Draw Term Loan,” “an Initial Delayed Draw Term Loan,” “any Initial Delayed Draw Term Loan” or similar reference shall mean a particular tranche of the Initial Delayed Draw Term Loans (applicable to all such tranches equally unless specifically set forth otherwise herein (for example, separate amortization schedules for each such tranche as determined in accordance with the terms of Section 2.10 hereof) or in the applicable Loan Document), (w) the Administrative Agent shall update the Register to reflect any such classification and shall promptly inform the Lenders holding Initial Delayed Draw Term Loans of any such classification, (x) all such tranches of Initial Delayed Draw Term Loans shall rank pari passu with one another in right of payment and of security (including, without limitation, with respect to scheduled amortization payments, interest payments, voluntary prepayments, mandatory prepayments and Sections 2.18(b)) and shall share in all payments made on account of the Initial Delayed Draw Term Loans pro rata based on the applicable amounts owing in respect of each tranche of Initial Delayed Draw Term Loans, (y) each such tranche of Initial Delayed Draw Term Loans may trade separate from each other tranche of Initial Delayed Draw Term Loans and (z) except for the separate amortization schedules for each such tranche of Initial Delayed Draw Term Loans as determined in accordance with the terms of Section 2.10 hereof, each tranche of Initial Delayed Draw Term Loans shall have terms identical to the other Initial Delayed Draw Term Loans hereunder. Each such separate tranche of Initial Delayed Draw Term Loans shall constitute a separate and distinct Term Loan and a separate and distinct Loan for all purposes of this Agreement and the other Loan Documents. With respect to a particular tranche of Initial Delayed Draw Term Loans, the term “Initial Delayed Draw Term Loan” shall refer to the aggregate amount of such tranche of Initial Delayed Draw Term Loans funded to the Borrower when used in the context of all Initial Delayed Draw Term Lenders collectively and a particular Initial Delayed Draw Term Lender’s portion of the aggregate amount of such tranche of Initial Delayed Draw Term Loans when used in the context of an individual Initial Delayed Draw Term Lender.