Common use of Commitments Clause in Contracts

Commitments. (A) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank Lender, severally and not jointly, agrees to make a loan or loans Global Loans to the Borrower, which loans shall be drawn, Borrowers in U.S. Dollars or in one or more Alternative Currencies from time to time during the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Availability Period in an aggregate principal amount that will not result in (i) shall be incurred by such Lender’s Credit Exposure exceeding such Lender’s Commitment, or (ii) the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option sum of the Borrower, be incurred total Credit Exposures exceeding the total Commitments. Within the foregoing limits and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant subject to the same Borrowing shall, unless otherwise specifically provided terms and conditions set forth herein, consist entirely of Term Loans of the same Type Borrowers may borrow, prepay and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowedreborrow Global Loans. (b) Each loan under At any time during the Revolving Loan Facility (eachAvailability Period, a "Revolving Loan" and, collectivelyif no Default shall have occurred and be continuing at such time, the "Revolving Loans") Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender (such acceptances not to be unreasonably withheld) to become a Lender or by agreeing with an existing Lender that such Lender’s Commitment shall be so increased. Upon execution and delivery by the Borrowers and such Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of the Lender with such a Commitment hereunder; provided that (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior Company shall provide prompt notice of such increase to the Revolving Loan Maturity DateAdministrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of such increase which is effective on any day shall be denominated in U.S. Dollarsat least $10,000,000, and (iii) except as hereinafter providedthe aggregate amount of the Commitments shall at no time exceed $2,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.01(b), maywithin five Business Days in the case of the ABR Loans outstanding, and at the option end of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part then current Interest Period with respect thereto in the case of the same Loans comprising each Eurocurrency Borrowing shallthen outstanding, unless otherwise specifically provided hereinthe Borrowers shall prepay such Loans in their entirety, consist of Revolving and, to the extent the Company elects to do so and subject to the conditions specified in Article 4, the Borrowers shall reborrow Loans of from the same TypeLenders in proportion to their respective applicable Commitments after giving effect to such increase, (iv) may be repaid and reborrowed until such time as all outstanding Loans are held by the Lenders in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeproportion.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility denominated in Dollars (each, a "an “Initial Term Loan" and”) to the Borrower on the Closing Date, collectively, which Initial Term Loans shall not exceed for any such Lender the "Initial Term Loans") Loan Commitment of such Lender and in the aggregate shall not exceed $1,650,000,000. Such Term Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar SOFR Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each Subject to and upon the terms and conditions herein set forth, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan under the Revolving Loan Facility or loans denominated in Dollars (each, a "Revolving “Delayed Draw Term Loan" ” and, collectively, the "Revolving “Delayed Draw Term Loans") (i”) may be incurred by to the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to until, but not including, the Revolving Delayed Draw Term Loan Maturity Commitment Termination Date, which Delayed Draw Term Loans (i) shall not exceed, for any such Lender, the Available Delayed Draw Term Loan Commitment of such Lender, (ii) shall be denominated not exceed, in U.S. Dollarsthe aggregate, the Total Delayed Draw Term Loan Commitment, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar SOFR Loans, provided, ; provided that all Revolving such Delayed Draw Term Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Delayed Draw Term Loans of the same Type and (iv) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term Loans (if and when funded) shall be added to and a part of the Initial Term Loans, shall have the same terms as the Initial Term Loans and the Initial Term Loans and the Delayed Draw Term Loans shall be treated as part of a single class of Initial Term Loans for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable Delayed Draw Funding Date thereof. (c) Subject to and upon the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans may by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (vE) shall not exceed for any Bank not, after giving effect thereto and to the application of the proceeds thereof, result at any time outstanding that aggregate principal amount which, when combined with (I) in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (i) Subject to and upon the terms and conditions herein set forth, each Cashless Option Lender severally agrees to exchange its Existing Term Loan for a like principal amount of all other then outstanding Revolving Tranche B-1 Term Loans made (or such lesser amount as determined by such Bank and (IIthe Amendment No. 1 Arrangers) such Bank's RL Percentage, if any, of on the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.Amendment No. 1

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "an “Initial Term Loan" and”) to Merger Sub on the Closing Date, collectively, which Initial Term Loans shall not exceed for any such Lender the "Initial Term Loans") Loan Commitment of such Lender and in the aggregate shall not exceed $500,000,000. Such Term Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan CommitmentCommitments. On the Initial Term Loan Maturity Date, if any, of such Bank at such time. Once repaid, all then unpaid Initial Term Loans may not shall be reborrowedrepaid in full in Dollars. (b) Each loan under Subject to and upon the terms and conditions herein set forth each Revolving Loan Facility Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each, a "“Revolving Credit Loan" and”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, collectively, provided that any of the "foregoing such Revolving Loans") Credit Loans (iA) may shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, Borrower be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Loans that are Revolving Credit Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) shall any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot exceed for any Bank reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at any a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that aggregate principal (x) to the extent that the amount which, when combined with (I) of such reallocation would cause the aggregate principal credit exposure to exceed the aggregate amount of all other then outstanding Revolving such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans made by to be reallocated equal to such Bank excess shall be repaid or Cash Collateralized and (IIy) such Bank's RL Percentagenotwithstanding the foregoing, if anya Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Letter Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Outstandings (exclusive Commitment. Upon the maturity date of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence any tranche of Revolving Loans) at such timeCredit Commitments, equals the Revolving Loan Commitmentsublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, if any, without the consent of such Bank at such timeany other Person.

Commitments. (A) Subject to and upon the terms and conditions herein set forth, each Bank having a Commitment under the relevant Portion severally agrees (i) in the case of any Borrowing under the A Term Loan Facility or the B Term Loan Facility, in each case, on the Closing Date, (ii) in the case of any Borrowing under the Acquisition Portion after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date in connection with Designated Acquisitions, (iii) in the case of any Borrowing under the Revolving Portion, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Commitment Termination Date, and (iv) in the case of any Borrowing of Swingline Loans, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, to make a loan Loan or loans Loans to the Applicable Borrower, which loans Loans shall be drawn, to the extent such Bank has a commitment under such Facility, drawn under the Term Loan Facility (including the Term Portion, the Acquisition Portion and the Revolving Loan FacilityPortion thereof or which shall be made as Swingline Loans), as set forth below:. (a) each loan Loans under the Term Portion of the Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") may be made under the A Term Loan Facility (each, an "A Term Loan" and, collectively, the "A Term Loans") and the B Term Loan Facility (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Company. Once repaid, Term Loans may not be reborrowed. (i) shall be incurred by Each A Term Loan under the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, A Term Loan Facility (▇▇A) shall be denominated made as a single drawing on the Closing Date in U.S. Dollarsan amount not to exceed the Total A Term Loan Commitment, (iiiB) except as hereinafter provided, mayshall initially be made as a Base Rate Loan and thereafter shall, at the Company's option of and subject to the Borrowerterms hereof, be incurred and maintained as and/or converted into a Base Rate Loans Loan or a Reserve Adjusted Eurodollar Loans, provided, Loan; pro- vided that all Term Loans made by all Banks having an A Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06) and (ivC) shall not exceed for any Bank at the any time of incurrence thereof outstanding that aggregate principal amount which equals the A Term Loan Commitment of such 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, if any(B) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Company's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; provided that all Term Loans made by all Banks having a B Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06) and (C) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the B Term Loan Commitment of such Bank. (b) Loans under the Acquisition Portion of the Loan Facility (each an "Acquisition Term Loan") (i) shall be made to a U.S. Borrower after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date (the date of such Borrowing of an Acquisition Term Loan, the "Acquisition Term Loan Closing Date") to effect Designated Acquisitions, (ii) shall, at the option of the Applicable Borrower, be Base Rate Loans or Reserve Adjusted Eurodollar Loans; provided that all Acquisition Term Loans made by all Banks having an Acquisition Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06), (iii) shall not exceed for any Bank at any time outstanding the Acquisition Term Loan Commitment of such Bank at such time, and (iv) shall not be made pursuant to a particular Notice of Borrowing if the aggregate principal amount of Acquisition Term Loans then outstanding, after giving effect to the Acquisition Term Loan requested by such Notice of Borrowing, would exceed the Total Acquisition Term Loan Commitment. Once repaid, Acquisition Term Loans may not be reborrowed. (bc) Each loan Loans under the Revolving Portion of the Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") ) (i) shall be made at any time and from time to time to the U.S. Borrowers after the Closing Date and prior to the Revolving Loan Commitment Termination Date in Dollars, (ii) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Applicable Borrower's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; provided that all Revolving Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06), (iii) may be incurred repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Bank at any time outstanding the Revolving Loan Commitment of such Bank at such time and (v) shall not in any case be made if the aggregate Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the Revolving Loan requested by the Borrower relevant Notice of Borrowing and any Swingline Loans subject to outstanding Notices of Borrowing, plus the Dollar Equivalent amount of Letter of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, would exceed the lesser of (y) the Total Revolving Loan Commitment or (z) the Borrowing Base as shown in the Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and was in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01. (d) Swingline Loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") (i) shall be made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity DateSwingline Expiry Date (x) to the U.S. Borrowers by the U.S. Swingline Banks in Dollars; (y) to each Canadian Borrower by the Canadian Swingline Banks in Canadian Dollars; and (z) to the U.K. Borrower by the U.K. Swingline Banks in Pounds Sterling, (ii) shall be denominated in made (x) to the U.S. Dollars, Borrowers as Base Rate Loans; (iiiy) except as hereinafter provided, mayto each Canadian Borrower, at its option and subject to the option terms hereof, in the form of an Acceptance (on the Borrower, be incurred terms and maintained as, and/or converted into, Base conditions provided for herein and in Schedule 1.16) or a Prime Rate Loans or Eurodollar Loans, provided, Loan; provided that all Revolving Canadian Swingline Loans made as part of by all Canadian Swingline Banks pursuant to the same Borrowing shall, unless otherwise specifically provided for herein, consist entirely of Revolving Loans of the same Type; and (z) to the U.K. Borrower, at its option and subject to the terms hereof, as U.K. Base Rate Loans or Reserve Adjusted Eurodollar Loans, (iviii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iv) shall not exceed the applicable Maximum Swingline Amount or the Total Revolving Loan Commitment, (v) shall not in any case be made if the aggregate Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the Dollar Equivalent amount of Swingline Loans being requested and any Revolving Loans subject to outstanding Notices of Borrowing, plus the Dollar Equivalent amount of Letter of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, would exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with the lesser of (Iy) the aggregate Total Revolving Loan Commitment or (z) the Borrowing Base as shown in the Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01, and (vi) in the case of U.S. Swingline Loans shall constitute the joint and several obligations of the U.S. Borrowers. No Swingline Bank shall be obligated to make any Swingline Loans at a time when a Bank Default exists unless such Swingline Bank has entered into arrangements satisfactory to it to eliminate such Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Dollar Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(d), no Swingline Bank shall make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Administrative Agent, in good faith, believes such Default or Event of Default has ceased to exist. The Canadian Swingline Loans shall be deemed to include the face amount of all issued but unmatured Acceptances in connection with the amount of the utilization thereof by the Canadian Bor- rowers, but the Canadian Swingline Loans shall not include the face amount of all issued but unmatured Acceptances in determining the principal amount of such Loans on which the Canadian Borrowers shall pay interest. (e) Notice to the Administrative Agent (which shall give notice to all other then outstanding Revolving Loans made Facility Banks) (i) may be given on any Business Day, in the sole discretion of the U.S. Swingline Bank with respect to the U.S. Swingline Loans, (ii) may be given by such any Swingline Bank upon the occurrence of an Event of Default under Section 8.01, and (IIiii) shall be deemed to be automatically given by each Swingline Bank with respect to all Swingline Loans upon the occurrence of an Event of Default under Section 8.05 (with respect to Holdings or the Company or any of its Significant Subsidiaries) or upon the exercise of any of the remedies provided in the last paragraph of Section 8, that the Dollar Equivalent of such Swingline Bank's RL Percentage, if any, of outstanding Swingline Loans to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid Applicable Borrower shall be funded with the proceeds of, and simultaneously with the incurrence a Borrowing in Dollars of Revolving Loans. In such case, Revolving Loans in Dollars, for the benefit of the U.S. Borrowers, constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Facility Banks (without giving effect to any reductions thereto pursuant to the last paragraph of Section 8) pro rata based on each Bank's Dollar Percentage and the proceeds thereof shall be applied directly to the Applicable Swingline Bank to repay such Swingline Bank for such outstanding Swingline Loans. Each Revolving Facility Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Applicable Swingline Bank notwithstanding (i) that the amount of any Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 4 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, equals without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Revolving Loan CommitmentFacility Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, if any, but adjusted for the Dollar Equivalent of any payments received from the Applicable Borrower (or Borrowers) on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving Facility Banks to share in the Dollar Equivalent of such Swingline Loans ratably based upon their Dollar Percentage; provided that (x) all interest payable on the Swingline Loans shall be for the account of the applicable Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Facility Bank shall be required to pay the applicable Swingline Bank interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such timeparticipation, and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder.

Commitments. (A) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally Lender agrees to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and Borrowers from time to time on and after during the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated Availability Period in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that an aggregate principal amount whichthat will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, when combined with (I) the aggregate principal amount of all other then Loans outstanding Revolving Loans made by such Bank at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (IIB) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings Borrowing Base minus (exclusive of Unpaid Drawings which are repaid with 2) the proceeds of, and simultaneously with the incurrence of Revolving Loans) LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, equals and a compliance certificate from a Financial Officer of the Revolving Loan CommitmentBorrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, if anyNet Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such Bank subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such timetime (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Lender and each Fronting Bank (as applicable) agrees, severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facilitynot jointly, as set forth belowfollows: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by each Lender agrees to make Loans to the Borrower at any time and from time to time until the Commitment Termination Date up to the amount of such Lender’s Available Commitment, (ii) each Fronting Bank agrees to issue Letters of Credit for the account of the Borrower at any time and from time to time until the fifth Business Day preceding the Commitment Termination Date in an aggregate stated amount at any time outstanding not to exceed such Fronting Bank’s LC Fronting Bank Commitment, and (iii) each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.17. Notwithstanding the foregoing, at no time shall (A) the aggregate amount of Outstanding Credits exceed the aggregate amount of the Lenders’ Commitments, (B) any Lender’s Outstanding Credits exceed the amount of such Lender’s Commitment and (C) any Fronting Bank make any Extension of Credit relating to a Letter of Credit if such Extension of Credit would cause (x) the aggregate amount of Outstanding Credits to exceed the aggregate amount of the Lenders’ Commitments or (y) the aggregate LC Outstandings relating to such Fronting Bank to exceed such Fronting Bank’s LC Fronting Bank Commitment. (b) Within the foregoing limits, the Borrower may borrow, pay or prepay Loans and request new Extensions of Credit on and after the Initial Borrowing Date date hereof and prior to the Revolving Loan Maturity DateCommitment Termination Date subject to the terms, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred conditions and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided limitations set forth herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, (i) each Bank Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which loans shall be drawnBorrower on the Closing Date (or, to the extent such Bank has a commitment under such Facilityapplicable, under the Term Loan Facility and the Revolving Loan FacilityRPS Closing Date, as set forth the below: (a) each loan under ), which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Facility (each, a "Commitment of such Lender and in the aggregate shall not exceed $825,000,000. Such Term Loan" and, collectively, the "Term Loans") Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iviii) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan CommitmentCommitments. Notwithstanding anything to the contrary contained in the foregoing Section 2.1(a) solely in the event that the RPS Acquisition is not consummated on the Closing Date, if any, a portion of such Bank at such time. Once repaid, the Initial Term Loans may equal to the aggregate amount of Delayed Draw Term Loan Commitments shall be made available to the Borrower on a delayed draw basis (through the earlier of: (x) any date on which the Borrower reasonably determines in a written notice to the Administrative Agent that the RPS Acquisition will not be reborrowed. consummated and (by) Each January 29, 2014) and, in such event, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan under the Revolving Loan Facility or loans (each, a "Revolving “Delayed Draw Term Loan" and”) to the Borrower on the RPS Closing Date. On the Initial Term Loan Maturity Date, collectivelyall then unpaid Initial Term Loans shall be repaid in full in Dollars. Upon the funding of the Delayed Draw Term Loans on the RPS Closing Date, the "Revolving Loans")Delayed Draw Term Loans shall automatically and without further action by any Person constitute Initial Term Loans for all purposes of this Agreement and the other Credit Documents. (i) may be incurred Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars, Euros or an Alternative Currency to the Borrower as elected by the Borrower pursuant to Section 2.2 from its applicable lending office in an aggregate Dollar Equivalent principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that any of the foregoing such Revolving Credit Loans: (A) shall be made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, , (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, Borrower be incurred and maintained as, and/or converted into, Base Rate ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or Eurodollar LIBOR Loans that are Revolving Credit Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, , (ivC) may be repaid and reborrowed in accordance with the provisions hereof (for this purpose using the Dollar Equivalent of all Revolving Credit Loans), (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such Lender’s Revolving Credit Commitment in respect of such Class at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that, (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not exceed make any Swingline Loan after receiving a written notice from Holdings, or the Borrower, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any Bank at any time outstanding reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings), each Revolving Credit Lender hereby agrees that aggregate principal amount which, when combined with it shall forthwith purchase from the Swingline Lender (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (IIwithout recourse or warranty) such Bank's RL Percentage, if any, participation of the Letter outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of Credit Outstandings (exclusive the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timepurchase.

Commitments. (Ai) Subject to and upon the terms and conditions herein set forth, each Bank severally Revolving Lender severally, but not jointly, agrees to make a loan or loans Revolving Loans denominated in Dollars to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: Loans (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (iA) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Funding Date and prior to the Revolving Loan Maturity Termination Date, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Loans, provided, ; provided that all Revolving Loans made as part by each of the Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, (ivC) may be repaid and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Exposure at such time exceeding such Lender’s Revolving Commitment Percentage at such time of the Revolving Loan Limit and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result in the Total Revolving Exposure exceeding the Revolving Loan Limit at such time. (ii) Subject to and upon the terms and conditions herein set forth, each Term Loan Lender severally, but not jointly, agrees to make a Term Loan denominated in Dollars to the Borrower, which Term Loan (A) shall be made (I) on the Funding Date and (II) on the date of any Term Loan Incremental Increase (or such date thereafter as specified in the applicable Incremental Agreement), (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Term Loan Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loan Loans of the same Type, (C) shall not, for any Term Loan Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Term Loan Exposure at such time exceeding such Lender’s Term Loan Commitment Percentage at such time of the Term Loan Commitments and (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result the Total Term Loan Exposure at such time exceeding the Total Term Loan Commitments. The Term Loan Commitments of the Term Loan Lenders to make Term Loans shall expire (1) on the Funding Date, with respect to the Term Loan Commitments outstanding on the Funding Date and (2) on the date specified in the applicable Incremental Agreement, with respect to any Term Loan Incremental Increase. Any portion of the Term Loans that is repaid may not be reborrowed. (iii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (1) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (2) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). (b) Subject to and upon the terms and conditions herein set forth, each Swingline Lender severally agrees, at any time and from time to time on and after the Funding Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Total Exposure at such time exceeding the Total Commitment then in effect and (v) shall not exceed for any Bank at any time outstanding may be repaid and reborrowed in accordance with the provisions hereof; provided that aggregate principal amount whichthe sum of (x) the Swingline Exposure of such Swingline Lender, when combined with (Iy) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank Swingline Lender (in its capacity as a Revolving Lender) and (IIz) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, Exposure of such Bank at such time.Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect. Each outstanding Swingline Loan shall be repaid in full on the earlier of (a) 15 Business Days after such

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank Revolving Credit Lender agrees, severally agrees and not jointly, to make a loan or loans Revolving Credit Loans to the any Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and or after the Initial Borrowing Closing Date and prior to until the earlier of the Revolving Loan Credit Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at Date and the option termination of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part Credit Commitment of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed such Lender in accordance with the provisions hereof and (v) shall not exceed for any Bank terms hereof, in an aggregate principal amount at any time outstanding that aggregate principal amount whichwill not result in such Lender’s Revolving Credit Exposure exceeding the lesser of such Lender’s Revolving Credit Commitment and such Lender’s Pro Rata Percentage of the Borrowing Base. Within the limits of the foregoing, when combined with and subject to the terms, conditions and limitations otherwise set forth herein, each Borrower may borrow, pay or prepay and reborrow Revolving Credit Loans. (Ib) the aggregate principal amount of all other then outstanding The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make Revolving Credit Loans in Dollars that are ABR Loans (any such Revolving Credit Loans made pursuant to this Section 2.01(b), “Protective Loans”) in an aggregate amount not to exceed $10,000,000 at any time outstanding, if the Administrative Agent reasonably deems such Protective Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; provided that no Protective Loan shall continue outstanding for more than 90 consecutive days (and no further Protective Loan may be made for at least five consecutive days after the repayment by the Borrowers of any outstanding Protective Loans). Protective Loans shall constitute Revolving Credit Loans and Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Bank Protective Loan in an amount equal to such Lender’s Pro Rata Percentage of such Protective Loan. From and (II) such Bank's RL Percentageafter the date, if any, on which any Lender is requested by the Administrative Agent to fund, and has funded its participation in any Protective Loan purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Loan (and prior to such date, all payments on account of the Letter Protective Loans shall be payable to the Administrative Agent solely for its own account). The Supermajority Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Loans by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Loan is appropriate shall be conclusive. In no event shall Protective Loans cause any Lender’s Revolving Credit Outstandings (exclusive of Unpaid Drawings which are repaid with Exposure to exceed such Lender’s Revolving Credit Commitment. Protective Loans shall be payable by the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeapplicable Borrower on demand.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank severally Lender severally, but not jointly, agrees to make a loan or loans denominated in Dollars (each a “Loan” and, collectively, the “Loans”) to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity Termination Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar SOFR Loans, provided, ; provided that all Revolving Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, (iviii) may be repaid and reborrowed in accordance with the provisions hereof hereof, (iv) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Total Exposure at such time exceeding such Lender’s Commitment Percentage at such time of the Total Commitment and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount whichnot, when combined with (I) after giving effect thereto and to the application of the proceeds thereof, result in the aggregate principal amount of all other then outstanding Revolving Loans made by Lenders’ Total Exposures at such Bank time exceeding the Total Commitment (i.e., the least of (A) the Aggregate Maximum Credit Amounts, (B) the then-effective Borrowing Base and (IIC) the then-effective Aggregate Elected Commitment Amount). (b) Each Lender may at its option make any SOFR Loan by causing any domestic or foreign branch or Affiliate of such Bank's RL PercentageLender to make such Loan, if any, provided that (i) any exercise of such option shall not affect the obligation of the Letter Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of Credit Outstandings (exclusive of Unpaid Drawings the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which are repaid with it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, event of such Bank at such timerequest for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having a Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred by made on the Borrower on a single date occurring on or after the Effective Closing Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇any other single date during the Term Loan Availability Period, (▇▇ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar Term Loans, provided, provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and Type, (iii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed, (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals such Lender the Term Loan Commitment, if any, Commitment of such Bank at such timeLender and (v) shall not exceed in the aggregate the Total Term Loan Commitment. Once repaidOn the Term Loan Maturity Date, all Term Loans may not shall be reborrowedrepaid in full. (b) Each Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan under the Revolving Loan Facility or loans (each, each a "Revolving Credit Loan" and, collectively, the "Revolving Credit Loans") ) to the Borrower, which Revolving Credit Loans (i) may shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Revolving Credit Loans, provided, provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (iviii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (viv) shall not exceed for any Bank such Lender at any time outstanding that aggregate principal amount which, when combined with added to the product of (x) such Lender's Revolving Credit Commitment Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all other Swingline Loans then outstanding outstanding, equals the Revolving Loans made by Credit Commitment of such Bank Lender at such time and (IIv) such Bank's RL Percentageshall not, if anyafter giving effect thereto and to the application of the proceeds thereof, exceed for all Lenders at any time outstanding the aggregate principal amount that, when added to the sum of (x) the Letter of Credit Outstandings at such time and (exclusive y) the aggregate principal amount of Unpaid Drawings all Swingline Loans then outstanding, equals the Total Revolving Credit Commitment then in effect. On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, Chase in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which are repaid with Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds ofthereof, exceed in the aggregate at any time outstanding the principal amount that, when added to the aggregate principal amount of all Revolving Credit Loans then outstanding and simultaneously with the incurrence all Letter of Revolving Loans) Credit Outstandings at such time, equals the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, each outstanding Swingline Loan Commitment, if any, shall be repaid in full. Chase shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or Event of Default exists and is continuing until such time as Chase shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Bank at Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, Chase may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case a Borrowing of Revolving Credit Loans constituting ABR Loans (each such timeBorrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender's Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to Chase to repay Chase for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by Chase notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of Chase, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees that it shall forthwith purchase from Chase (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of Chase until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans Initial Term Loans denominated in Dollars to the BorrowerBorrower on the Closing Date, which loans Initial Term Loans shall be drawn, to not exceed for any such Lender the extent such Bank has a commitment under such Facility, under the Initial Term Loan Facility Commitment of such Lender and in the Revolving Loan Facility, as set forth below: (a) each loan under the aggregate shall not exceed $1,590,000,000. Such Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar Term SOFR Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan CommitmentCommitments. On the Initial Term Loan Maturity Date, if any, of such Bank at such time. Once repaid, all then unpaid Initial Term Loans may not shall be reborrowedrepaid in full in Dollars. (b) Each loan under [Reserved]. (c) Subject to and upon the terms and conditions herein set forth each Revolving Loan Facility Credit Lender severally and not jointly agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each, a "“Revolving Credit Loan" and”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, collectively, provided that any of the "foregoing such Revolving Loans") Credit Loans (iA) may shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity DateDate of such Revolving Credit Commitment, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, Borrower be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Term SOFR Loans that are Revolving Credit Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (vE) shall not exceed for any Bank not, after giving effect thereto and to the application of the proceeds thereof, result at any time outstanding that aggregate principal amount which, when combined with (I) in the aggregate principal amount of all other the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then outstanding in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals time exceeding the aggregate Revolving Loan Commitment, if any, of Credit Commitment with respect to such Bank at such timeClass.

Commitments. (A) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth belowherein: (a) each loan under Lender agrees, severally and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Facility Commitment (each, a "Term Loan" and, collectively, the "Term Loans") as reduced from time to time in accordance with Section 2.08(a)); provided that (i) there shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇no more than three separate borrowings of Initial Term A Loans, (▇▇ii) each Borrowing of Initial Term A Loans shall be denominated reduce the Initial Term A Loan Commitments in U.S. Dollars, accordance with Section 2.08(a) and (iii) all Initial Term A Loans (if and when funded) shall have the same terms and shall be treated as a single Class for all purposes, except as hereinafter providedthat interest on each Borrowing of Initial Term A Loans shall commence to accrue from the date of funding thereof, (b) each Lender agrees, mayseverally and not jointly, at to make Revolving Facility Loans of a Class in Dollars and, from and after the option Spinoff Date, any Alternative Currency to the applicable Borrower from time to time during the Availability Period in an aggregate Dollar Equivalent amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loansin an aggregate principal amount not to exceed its Incremental Commitment, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely and (d) amounts of Term Loans of the same Type and (ivborrowed under Section 2.01(a) shall not exceed for any Bank at the time of incurrence thereof or Section 2.01(c) that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans are repaid or prepaid may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject Each Lender severally agrees, subject to and upon on the terms and conditions herein set forthof this Agreement, each Bank severally agrees to make loans (each, a loan or loans “Revolving Loan,” and collectively, the “Revolving Loans”) to the Borrower, which loans shall be drawnfrom time to time on any Business Day during the period from and including the Closing Date to but not including the Termination Date, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that an aggregate principal amount which equals at any time outstanding not greater than the Term Loan Commitmentexcess, if any, of its Commitment at such Bank time over its Letter of Credit Exposure at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial provided that no Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (Ix) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all other then 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 Closing 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 Bank time and (II) such Bank's RL Percentage, if any, of the its Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) Exposure at such time, equals the Revolving Loan Commitment, if any, of such Bank 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 Commitments at such time. Subject to and on the terms and conditions of this Agreement 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 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, Wachovia, and the Lenders hereby agree that effective as of the Closing Date (i) 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 thereof, (ii) Wachovia shall be the Swingline Lender hereunder with respect to such Swingline Loans, and (iii) the applicable provisions of the Terminating Senior Indebtedness with respect to such Swingline Loans are replaced by this Agreement.

Commitments. (Aa) Subject to and upon Effective as of the terms and conditions herein set forthAmendment Effective Date, in accordance with Section 3.06 of the Existing Credit Agreement, each Bank severally agrees Non-Consenting Lender shall be deemed to make a loan or loans have assigned and delegated its Commitments (together with its pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof), together with all of its other interests, rights and obligations under the Loan Documents in respect thereof, and each Consenting Lender with respect to which the amount set forth opposite its name on Schedule I hereto exceeds the amount of Commitments held by such Consenting Lender immediately prior to the BorrowerAmendment Effective Date (each such Lender, which loans an “Assuming Lender”) shall be drawndeemed to have assumed and accepted the proportionate part of the Commitments (together with the pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof) of the Non-Consenting Lenders (the amount of Revolving Loans and participations in Letters of Credit so assumed by such Assuming Lender, such Assuming Lender’s “Assumed Amount”) to the extent as shall be necessary in order that, after giving effect to all such Bank has a commitment under assignments and delegations upon the Amendment Effective Date, each Consenting Lender shall hold Commitments in an aggregate principal amount that is equal to the respective amount set forth opposite its name on Schedule I hereto and the pro rata portion of the Revolving Loans and participations in Letters of Credit with respect to such FacilityCommitments, which Schedule I shall reflect all of the Commitments under the Term Loan Facility and Amended Credit Agreement. On the Revolving Loan FacilityAmendment Effective Date, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) each Assuming Lender shall be incurred by pay to the Borrower on a single date occurring on or after the Effective Date and on or prior Administrative Agent an amount sufficient to ▇▇▇▇▇ ▇, ▇▇▇▇purchase its Assumed Amount at par, (▇▇ii) shall be denominated in U.S. Dollarseach of Livent and Lithium Opco pay to the Administrative Agent all interest, fees and other amounts then due and owing to each Non-Consenting Lender under the Existing Credit Agreement to and including the Amendment Effective Date, including payments due to such Non-Consenting Lender under Section 2.10 of the Existing Credit Agreement, costs incurred under Section 3.03 or 9.15 of the Existing Credit Agreement and payments owing under Section 9.04(c) of the Existing Credit Agreement, (iii) except as hereinafter provided, may, at the option of Administrative Agent shall pay the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made amounts received pursuant to clauses (i) and (ii) above to the same Borrowing shallNon-Consenting Lenders, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) each Non-Consenting Lender shall not exceed for any Bank at no longer be a Lender under the time of incurrence thereof that aggregate principal amount which equals Loan Documents and (v) each Assuming Lender shall become a Lender under the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowedDocuments with respect to its Assumed Amount. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectivelyof Livent, the "Revolving Loans") (i) may be incurred Administrative Agent and each Issuing Bank confirm, by the Borrower at any time its signature hereto, that each Assuming Lender is an Eligible Assignee and from time is acceptable to time on it. Each party hereto agrees that this Amendment constitutes an Assignment and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option Acceptance for all purposes of Section 3.06 of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Existing Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeAgreement.

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally Lender agrees severally, and not jointly, to make a loan or loans Loan to Borrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term B Loans. Notwithstanding anything to the Borrower, which loans shall be drawn, to contrary herein and for the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectivelyavoidance of doubt, the "principal amount of each Term Loans") B Loan owing to each Lender as of the Funding Date for such Loan (ibefore giving effect to any subsequent repayments) shall be incurred by an amount equal to such Lender’s Commitment in respect of which Term B Loan was made irrespective that the Borrower amount funded on a single date occurring on the applicable Funding Date is 98.0% of such Commitment. Amounts paid or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated prepaid in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely respect of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term B Loans may not be reborrowed. The Term B Loans shall be available, subject to the terms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount of $100,000,000 (such Term B Loan made on the Closing Date being referred to herein as the “Initial Term B Loans”) and (ii) a second drawing (any such Term B Loan made in such second draw being a “Delayed Draw Term B Loan”) not later than the Commitment Termination Date of the remaining Available Term B Loan Commitments of the Lenders. (b) Each loan under Subject to the Revolving terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees severally, and not jointly, to make a Loan Facility (each, to Borrower in dollars in a "Revolving Loan" and, collectivelyprincipal amount equal to 98.0% of its Commitment in respect of Term C Loans. Notwithstanding anything to the contrary herein and for the avoidance of doubt, the "Revolving Loans") principal amount of each Loan owing to each Lender as of the Funding Date for such Term C Loan (before giving effect to any subsequent repayments) shall be an amount equal to such Lender’s Commitment in respect of which Term C Loan was made irrespective that the amount funded on the applicable Funding Date is 98.0% of such Commitment. Amounts paid or prepaid in respect of Term C Loans may not be reborrowed. The Term C Loans shall be available, subject to the terms and conditions hereof, in two drawings: (i) may be incurred by an initial drawing on the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the an aggregate principal amount of all other then outstanding Revolving Loans $100,000,000 (such Term C Loan made by such Bank on the Closing Date being referred to herein as the “Initial Term C Loans”) and (IIii) a second drawing (any such Bank's RL Percentage, if any, Term C Loan made in such second draw being a “Delayed Draw Term C Loan”) not later than the Commitment Termination Date of the Letter remaining Available Term C Loan Commitments of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeLenders.

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

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally Term A Loan Lender agrees to make a loan or loans Term A Loans to the Borrower, which loans shall be drawn, to Borrower during the extent Availability Period in an aggregate principal amount that will not at any time result in such Bank has a commitment under such Facility, under the Term A Loan Facility and the Revolving Lender’s Term A Loans exceeding its Term A Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, Commitment; provided, that all the Term A Loans made pursuant shall be available in up to three separate Borrowings. Subject to the same Borrowing shall, unless otherwise specifically provided terms and conditions set forth herein, consist entirely of each Term B Loan Lender agrees to make Term B Loans of to the same Type and (iv) shall not exceed for any Bank at Borrower during the time of incurrence thereof that Availability Period in an aggregate principal amount which equals that will not at any time result in such Term B Loan Lender’s Term B Loans exceeding its Term B Loan Commitment; provided, that the Term Loan Commitment, if any, B Loans shall be available in up to three separate Borrowings. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of such Bank at such time. Once repaid, Term any Loans may not be reborrowed. For the avoidance of doubt, (i) no Term A Loan Lender shall be required to fund any portion of any Term B Loan, unless, and only to the extent, it is also a Term B Loan Lender, and no Term B Loan Lender shall be required to fund any portion of any Term A Loan unless, and only to the extent, it is also a Term A Loan Lender, and (ii) each Term A Loan shall be made in CLP and each Term B Loan shall be made in Dollars. (b) Each loan under The Commitments of the Revolving Loan Facility (eachLenders are several, a "Revolving Loan" and, collectivelyi.e., the "Revolving Loans") (i) may failure of any Lender to make any Loan required to be incurred made by the Borrower at it shall not relieve any time other Lender of its obligations hereunder, and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) no Lender shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed responsible for any Bank at any time outstanding that aggregate principal amount which, other Lender’s failure to make Loans as and when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timerequired hereunder.

Commitments. (A) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth belowLender agrees: (a) each loan under the to make a Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the to Borrower on a single date occurring on or after the Effective Closing Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that an aggregate principal amount which equals up to the Term Loan Commitment, if any, ; provided that any portion of such Bank at such time. Once repaid, the Term Loans may Loan Commitment not be reborrowed.borrowed on the Closing Date shall terminate in accordance with Section 2.07(a); (b) Each loan under to make Working Capital Loans to Borrower, at any time and from time to time after the Revolving Closing Date until the earlier of the Working Capital Loan Facility (eachMaturity Date and the termination of the Working Capital Loan Commitment of Lender in accordance with the terms hereof, a "Revolving Loan" in an aggregate principal amount at any time outstanding that will not result in the Working Capital Loan Limit being exceeded; and, collectively, the "Revolving Loans") (ic) may be incurred by the Borrower to make Line of Credit Loans to Borrower, at any time and from time to time on and after the Initial Borrowing Closing Date until the earlier of the Line of Credit Maturity Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option termination of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part Line of the same Borrowing shall, unless otherwise specifically provided herein, consist Credit Commitment of Revolving Loans of the same Type, (iv) may be repaid and reborrowed Lender in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that terms hereof, in an aggregate principal amount whichup to the Line of Credit Commitment; provided that Lender’s commitment in respect of the Line of Credit Commitment shall be subject to Lender’s receipt of an Officer’s Certificate certifying that the proposed use of proceeds for any such Line of Credit Loan shall be for a category of use included on Schedule 3.12 or for any other use approved by Lender, when combined and that in either case, the proceeds of such Line of Credit Loan (x) shall initially be deposited into the Line of Credit Loan, Asset Sale and Casualty Proceeds Account, subject to disbursement in accordance with the terms of the Security Agreement, and (Iy) shall be applied to such use (i) with respect to Line of Credit Loans made on the aggregate principal amount of Closing Date, within 60 days after the making thereof, and (ii) with respect to all other Line of Credit Loans, within 15 days after the making thereof; provided that if Borrower shall not use such proceeds for the purposes stated in such Officer’s Certificate within the specified time period, then outstanding Revolving Borrower shall be required to apply such proceeds to a prepayment of Loans made by such Bank and (II) such Bank's RL Percentage, if any, in accordance with the application of payments specified in Section 2.08(h)(ii). Amounts paid or prepaid in respect of the Letter Term Loan and Line of Credit Outstandings Loans may not be reborrowed. Within the limits set forth in clause (exclusive b) above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Working Capital Loans; provided that any Working Capital Loan or Line of Unpaid Drawings which are Credit Loan that is repaid with within five (5) Business Days of the proceeds of, and simultaneously with initial advancement thereof shall nonetheless be deemed to have accrued five (5) Business Days of interest thereon at the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timerate set forth in Section 2.06(a).

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender severally agrees to make a loan or loans Revolving Credit Loans to the BorrowerBorrowers (including, which where applicable, loans shall be drawnby way of Banker’s Acceptances or BA Equivalent Notes) denominated in Dollars, to U.S. Dollars, Euros or such other currency as agreed by the extent such Bank has a commitment under such Facility, under the Term Loan Facility Borrower Representative and the Revolving Loan Facility, as set forth below: Administrative Agent in accordance with Section 2.16 (a) each such loan under the Term Loan Facility (eachincluding any Protective Advances), a "Term “Revolving Credit Loan" and, collectively, ”) in an aggregate principal amount in Dollars or the "Term Loans") Equivalent Amount in Dollars of a Revolving Credit Loan made in any other currency not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment at such time; provided that any of the foregoing such Revolving Credit Loans (iA) shall be incurred by the Borrower made at any time and from time to time on a single date occurring on or and after the Effective Closing Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇the Revolving Credit Maturity Date, (▇▇B) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the BorrowerBorrower Representative, be incurred and incurred, maintained as and/or rolled over as, and/or converted into into, Prime Rate Loans, Banker’s Acceptances or BA Equivalent Notes that are Revolving Credit Loans in Dollars, or ABR Loans or LIBOR Loans that are Revolving Credit Loans in U.S. Dollars or EURIBOR Loans or European Base Rate Loans or Eurodollar Loans, provided, that are Revolving Credit Loans in Euros; provided that all Term Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Revolving Credit Loans of the same Type Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (ivD) shall not, for any Lender (other than the Swingline Lender in its capacity as such and the Administrative Agent in respect of Protective Advances) at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Lender’s Commitments in respect of such Class of Revolving Loans at such time, (E) shall not exceed for result in the aggregate amount of the Lenders’ Revolving Credit Exposures of any Bank at the time Class of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank Revolving Loans at such time. Once repaidtime exceeding the aggregate Commitments with respect to such Class, Term Loans may not be reborrowed(F) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower at such time exceeding the CGI Line Cap then in effect, (G) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Swiss Line Cap then in effect; and (H) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower and the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Line Cap then in effect. (b) Each loan under Subject to and upon the Revolving Loan Facility (each, a "Revolving Loan" and, collectivelyterms and conditions herein set forth, the "Revolving Loans") (i) may be incurred by the Borrower Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to CGI Borrower in Dollars or U.S. Dollars and to Swiss Borrower in U.S. Dollars or Euros, which Swingline Loans (i) shall be Prime Rate Loans, ABR Loans or European Base Rate Loans, (ii) shall be denominated in U.S. Dollarshave the benefit of the provisions of Section 2.1(c), (iii) except as hereinafter providedshall, may, at in the option of the aggregate for CGI Borrower and Swiss Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of not exceed at any time outstanding the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same TypeSwingline Commitment, (iv) other than as described in Section 2.1(e), shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower at such time exceeding the CGI Line Cap then in effect, (v) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Swiss Line Cap then in effect, (vi) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower and the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Line Cap then in effect, and (viii) may be repaid and reborrowed in accordance with the provisions hereof hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. CGI Borrower shall be entitled to avail itself of Swingline Loans by drawing cheques on its Dollar chequing account and U.S. Dollar chequing account, as the case may be, maintained from time to time with the Swingline Lender at the Administrative Agent’s Office (or in such other accounts with the Swingline Lender at such other branch of the Swingline Lender as may be agreed upon by the Swingline Lender and the Borrower Representative from time to time). The debit balance from time to time in any such Dollar account shall be deemed to be a Prime Rate Loan outstanding to CGI Borrower from the Swingline Lender under the applicable Credit Facility. The debit balance from time to time in any such U.S. Dollar account shall be deemed to be an ABR Loan outstanding to CGI Borrower from the Swingline Lender under the applicable Credit Facility. If at any time CGI Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Dollar or U.S. Dollar concentration account, as the case may be, of CGI Borrower established pursuant to such arrangement (which for greater certainty may include one of the Dollar or U.S. Dollar accounts identified above) shall, without duplication, be deemed to be a Prime Rate Loan or ABR Loan, as the case may be, outstanding to CGI Borrower from the Swingline Lender under the applicable Credit Facility. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower Representative, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Administrative Agent that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans by the applicable Borrower in which case Revolving Loans constituting ABR Loans in respect of Swingline Loans in U.S. Dollars, Prime Rate Loans in respect of Swingline Loans in Dollars and European Base Rate Loans in respect of Swingline Loans in Euros shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Article 8 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) shall any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot exceed for any Bank reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Insolvency Laws in respect of any Borrower), each Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (d) If the maturity date shall have occurred in respect of any Class of Commitments (the “Expiring Credit Commitment”) at any a time when another Class or Classes of Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that aggregate principal (x) to the extent that the amount which, when combined with (I) of such reallocation would cause the aggregate principal credit exposure to exceed the aggregate amount of all other then outstanding Revolving such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans made by to be reallocated equal to such Bank excess shall be repaid or Cash Collateralized and (IIy) such Bank's RL Percentagenotwithstanding the foregoing, if anya Default or Event of Default has occurred and is continuing, each Borrower shall still be obligated to pay Swingline Loans borrowed by it and allocated to the Lenders holding the Expiring Credit Commitments at the maturity date of the Letter Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Outstandings (exclusive Commitment. Upon the maturity date of Unpaid Drawings which are repaid with any Class of Commitments, the proceeds ofsublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower Representative, and simultaneously with without the incurrence consent of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeany other Person.

Commitments. (A1) Subject to and upon the terms and conditions herein set forth, each Bank Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "an “Initial Term Loan" and”) to the Borrowers on the Closing Date, collectivelywhich Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or Borrowers at any time after the Effective Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) in the aggregate shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, not exceed $1,425,000,000. Term Loans may at the option of the Borrower, Borrowers be incurred and maintained as as, and/or converted into Base Rate ABR Loans or Eurodollar SOFR Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Term Loan CommitmentCommitments or Delayed Draw Term Loan Commitments, if anyas applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of such Bank at such time. Once repaiddoubt, Term Loans may not shall only be reborrowedavailable in Dollars. (b) Each loan under Subject to and upon the terms and conditions herein set forth each Revolving Loan Facility Credit Lender severally agrees to make Revolving Credit Loans denominated in any Available Currency to the Borrowers from its applicable lending office (each, a "“Revolving Credit Loan" and”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, collectively, provided that any of the "foregoing such Revolving Loans") Credit Loans (A) shall be made available in an aggregate principal amount not to exceed (i) may be incurred by the Borrower $150,000,000 at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Delayed Draw Closing Date (or if none, the Revolving Credit Maturity Date) and (ii) $200,000,000 at any time and from time to time on and after the Delayed Draw Closing Date and prior to the Revolving Loan Credit Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (ivB) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof hereof, (C) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (vE) shall not exceed for any Bank not, after giving effect thereto and to the application of the proceeds thereof, result at any time outstanding that in the aggregate principal amount whichof the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans (w) denominated in Dollars may be ABR or SOFR Loans, when combined as further provided herein, (x) denominated in euros, shall be EURIBOR Rate Loans, (y) denominated in Sterling, shall be ▇▇▇▇▇ Loans and (z) denominated in any other Available Currency, shall be rate designated with respect to such Available Currency at the time such Available Currency is approved by the Administrative Agent and the Revolving Credit Lenders. Automatically upon the occurrence of the Delayed Draw Closing Date, the Delayed Revolving Credit Commitments shall constitute an increase to the Revolving Credit Facility and shall be added to (Iand constitute a part of, be of the same Class as and have the same terms as) the aggregate principal amount Initial Revolving Credit Commitments, and shall be added to each Borrowing of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter Letters of Credit Outstandings on a pro rata basis (exclusive of Unpaid Drawings which are repaid with based on the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, relative sizes of such Bank at Borrowings), so that each Revolving Credit Lender providing such timeDelayed Revolving Credit Commitments will participate proportionately in each outstanding Borrowing thereunder. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary and to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally Lender agrees to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, Borrower from time to time during the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Availability Period in an aggregate principal amount that will not result in (i) shall be incurred by such Lender's Exposure exceeding such Lender's Commitment or (ii) the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option sum of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that Exposures of all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at Lenders exceeding the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowedAggregate Commitments. (b) Each loan under Subject to the Revolving Loan Facility (eachterms and conditions set forth herein, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by each Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time on and after during the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated Availability Period in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that an aggregate principal amount which, when combined with that will not result in (Ii) the sum of the aggregate principal amount of all other then outstanding Revolving Swingline Loans made by such Bank Swingline Lender then outstanding under this Agreement and the aggregate principal amount of all "Swingline Loans" made by such Swingline Lender then outstanding under (IIand as defined in) the Other Credit Agreement exceeding such BankSwingline Lender's RL PercentageSwingline Commitment, if any, (ii) the sum of the Letter aggregate principal amount of all Swingline Loans then outstanding under this Agreement and aggregate principal amount of all "Swingline Loans" then outstanding under (and as defined in) the Other Credit Agreement exceeding $150,000,000 (the "SWINGLINE FACILITY AMOUNT"), (iii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (c) Subject to the terms and conditions set forth herein, the LC Bank agrees to issue Letters of Credit and each Lender agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that will not result in (i) the sum of the aggregate LC Outstandings under this Agreement and the aggregate "LC Outstandings" under (exclusive and as defined in) the Other Credit Agreement exceeding $150,000,000, (ii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of Unpaid Drawings which are repaid with the proceeds ofExposures of all of the Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and simultaneously with reborrow Revolving Loans and Swingline Loans and request the incurrence issuance of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, Letters of such Bank at such timeCredit.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility in Dollars (each, a "an “Initial Term Loan" and”) to the Borrower on the Closing Date, collectively, which Initial Term Loans shall not exceed for any such Lender the "Initial Term Loans") Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Term Loans or Eurodollar LIBOR Term Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan CommitmentCommitments. On the Initial Term Loan Maturity Date, if any, of such Bank at such time. Once repaid, all then unpaid Initial Term Loans may not shall be reborrowedrepaid in full in Dollars. (b) Each loan under Subject to and upon the terms and conditions herein set forth each Revolving Loan Facility Credit Lender severally agrees to make Revolving Credit Loans to the Borrower denominated in Dollars or any Alternative Currency as elected by the Borrower pursuant to Section 2.2 from its applicable lending office (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.a

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally the Lender agrees to make a loan one or loans more Term Loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Borrower (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or (ii) prior to ▇▇▇▇▇ ▇the Term Loan Commitment Termination Date, ▇▇▇▇proceeds of which shall be used by the Borrower in accordance with the provisions of Section 6.01(r) hereof, in an aggregate principal amount not to exceed the amount of the Lender’s Total Term Loan Commitment. (b) Notwithstanding the foregoing, (▇▇i) the aggregate principal amount of any Tranche made on any borrowing date shall not be denominated in U.S. Dollarsless than Two Hundred and Fifty Thousand Dollars ($250,000), (iii) except as hereinafter provided, may, at and shall not exceed the option lesser of the Borrowerundrawn Total Term Loan Commitment at such time and the Maximum Tranche Amount with respect to any applicable Insurance Premium Loans being acquired by the Borrower with the proceeds of such Tranche, be incurred and maintained as and/or converted into (ii) the aggregate principal amount of all Tranches made at any time pursuant to this Agreement shall not exceed the lesser of (x) the Total Term Loan Commitment then in effect and (y) an amount which will not result in any Borrowing Base Rate Loans or Eurodollar LoansDeficit existing at such time, provided, that that, for purposes of this Section 2.01(b), the related PIK Interest Amount shall not be included in the principal amount of such Tranche. Any amounts paid directly or indirectly by the Agents and the Lender to the Collateral Value Insurer or the Contingent Collateral Value Insurer for coverage under the Collateral Value Policy or the Contingent Collateral Value Policy shall be deemed to be, and shall for all purposes of this Agreement be treated as, Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans Borrower hereunder. Any principal amount of the same Type Loan which is repaid or prepaid may not be reborrowed. The Total Term Loan Commitment shall be permanently reduced immediately and (iv) without further action on the date of funding of each Term Loan in an amount equal to such funded Term Loan. In the event there is more than one Lender hereunder, each Lender’s Term Loan Commitment shall not exceed for any Bank at be permanently reduced immediately and without further action on the time date of incurrence thereof that aggregate principal funding of each Term Loan in an amount which equals equal to such Lender’s Pro Rata Share of such funded Term Loan. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Term Loan Commitment, if any, of on such Bank at such time. Once repaid, Term Loans may not be reborroweddate. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having a Term Loan Commitment severally agrees to make a loan or loans Term Loan on the Closing Date to the Borrower, which loans Term Loans shall be drawn, to the extent not exceed for any such Bank has a commitment under such Facility, under Lender the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Commitment of such Lender. Such Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Loans (i) shall be incurred by made on the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇Closing Date, (▇▇ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Term Loans, provided, ; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed for any Bank at in the time aggregate the total of incurrence thereof that aggregate principal amount which equals all Term Loan Commitments. On the Term Loan CommitmentMaturity Date, if any, of such Bank at such time. Once repaid, all Original Term Loans may not shall be reborrowedrepaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrower, which Revolving Credit Loans (A) (1) that are Non-Extended Revolving Credit Loans shall be incurred made by such Lender with Non-Extended Revolving Credit Commitments at any time and from time to time after the Borrower Closing Date and prior to the Non-Extended Revolving Credit Maturity Date and (2) that are Fourth Amendment Revolving Credit Loans shall be made by such Lender with Fourth Amendment Revolving Credit Commitments at any time and from time to time on and or after the Initial Borrowing Fourth Amendment Effective Date and prior to the Revolving Loan Credit Maturity Date; provided that Revolving Credit Loans may be made on the Closing Date in an amount not to exceed $48,000,000, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Revolving Credit Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (vE) shall not exceed for any Bank not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be repaid in full (it being understood that any such Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid with the proceeds of Fourth Amendment Extended Revolving Credit Loans made on the Non-Extended Revolving Credit Maturity Date, subject to the terms and conditions applicable to Fourth Amendment Extended Revolving Credit Loans). On the Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding shall be repaid in full, except to the extent set forth in any applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement with respect to any Other Revolving Credit Loans. (iii) For the avoidance of doubt and notwithstanding anything to the contrary expressed or implied herein, for so long as any Class of Revolving Credit Commitments has an earlier Maturity Date than any other Class of Revolving Credit Commitments (such Class with the earliest occurring Maturity Date being referred to as the “Earliest Maturing Revolving Class”), (w) each Borrowing of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate principal amount whichunutilized Revolving Credit Commitments with respect to each such Class) (but excluding any Earliest Maturing Revolving Class with respect to Borrowings to be made on the Maturity Date of such Class or the date the Revolving Credit Commitments with respect to such Class are terminated so long as all Revolving Credit Commitments and all Revolving Credit Loans under such Class have been terminated and repaid concurrently with or prior to such Borrowing), when combined with (Ix) each payment or prepayment (whether pursuant to Section 5.1 or 5.2 or otherwise) of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate principal amount of all other Revolving Credit Loans then outstanding with respect to each such Class), (y) any termination or reduction of Revolving Loans Credit Commitments shall be made by pro rata across all such Bank Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class), and (IIz) subject to the last sentence of Section 3.3(a), all L/C Participations shall be pro rata across all such Bank's RL PercentageClasses (based on the aggregate Revolving Credit Commitments with respect to each such Class); provided that, if anyin the case of any prepayment or repayment of Revolving Credit Loans under the Earliest Maturing Revolving Class or termination or reduction of Revolving Credit Commitments under such Class either on (A) the Maturity Date for such Class or (B) an earlier date, solely to the extent the Revolving Credit Loans under such Class are being repaid in full on such date and all Revolving Credit Commitments under such Class have been terminated on or prior to such date, any such prepayment, repayment, reduction or termination shall be applied (or, in the case of any voluntary prepayment pursuant to Section 5.1 or voluntary reduction pursuant to Section 4.2, at the Borrower’s option, may be applied) first to the Revolving Credit Loans under such Class until paid in full and to the Revolving Credit Commitments under such Class until terminated in full, as applicable, unless immediately after giving effect thereto the Aggregate Revolving Credit Outstandings would exceed 100% of the Letter of Total Revolving Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeCommitment as then in effect.

Commitments. (A) Subject to the terms and conditions set forth herein, (a) each Term Lender agreed to make an Initial Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Initial Term Commitment, (b) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment, and (c) each First Additional Term ▇▇▇▇▇▇ agrees to make a First Additional Term Loan to the Borrower on the Amendment No. 1 Effective Date denominated in dollars in a principal amount not exceeding its First Additional Term Commitment. The Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. On the Amendment No. 4 Effective Date, in accordance with, and upon the terms and conditions herein set forthforth in, Amendment No. 4 (A) the Original Revolving Commitment of each Bank severally agrees to make 2028 Revolving Lender shall become a loan or loans to 2028 Revolving Commitment, and (B) the Borrower, which loans Original Revolving Commitment of each 2026 Revolving Lender shall be drawn, to the extent such Bank has reclassified as a commitment under such Facility, under the Term Loan Facility and the 2026 Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "an “Initial Term Loan" and”) to the Company on the Closing Date, collectively, which Initial Term Loans shall not exceed for any such Lender the "Initial Term Loans") Loan Commitment of such Lender and in the aggregate shall not exceed $735,000,000. Such Term Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan CommitmentCommitments. On the Initial Term Loan Maturity Date, if any, of such Bank at such time. Once repaid, all then unpaid Initial Term Loans may not shall be reborrowedrepaid in full in Dollars. (b) Each loan under Subject to and upon the terms and conditions herein set forth each Revolving Loan Facility Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (eacheach such loan, a "“Revolving Credit Loan" and”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, collectively, provided that any of the "foregoing such Revolving Loans") Credit Loans (iA) may shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, Borrower be incurred and maintained as, and/or converted into, Base Rate ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or Eurodollar LIBOR Loans that are Revolving Credit Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) shall any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot exceed for any Bank reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at any a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that aggregate principal (x) to the extent that the amount which, when combined with (I) of such reallocation would cause the aggregate principal credit exposure to exceed the aggregate amount of all other then outstanding Revolving such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans made by to be reallocated equal to such Bank excess shall be repaid or Cash Collateralized and (IIy) such Bank's RL Percentagenotwithstanding the foregoing, if anya Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Letter Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Outstandings (exclusive Commitment. Upon the maturity date of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence any tranche of Revolving Loans) at such timeCredit Commitments, equals the Revolving Loan Commitmentsublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, if any, without the consent of such Bank at such timeany other Person.

Commitments. (Aa) Subject FACILITY A REVOLVING COMMITMENT. On and after the Closing Date and prior to and the Facility A Termination Date, upon the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, each Bank Lender severally agrees to make a loan or loans Advances to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on in amounts not to exceed in the aggregate at any one time outstanding the amount of its Facility A Commitment PROVIDED that (A) if any Facility Letters of Credit are issued and after outstanding or drawn and unreimbursed, the Initial Borrowing Date aggregate availability under the Facility A Commitments of the Lenders shall be reduced by the aggregate amount of the Facility Letter of Credit Obligations for as long as, and prior to the Revolving Loan Maturity Dateextent that, (ii) they remain outstanding or unreimbursed, and the availability under the Facility A Commitment of each Lender shall accordingly be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed reduced on a PRO RATA basis in accordance with the provisions hereof and its Pro Rata Share, (vB) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) in no event may the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank Facility A Advances and (II) such Bank's RL Percentage, if any, the aggregate amount of the all Facility Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with Obligations exceed the proceeds ofAggregate Facility A Commitment, and simultaneously with (C) in no event shall the incurrence aggregate principal amount of Revolving Loans) all outstanding Advances at any time exceed the Borrowing Base at such time. Subject to the terms of this Agreement, equals the Revolving Loan CommitmentBorrower may borrow, if any, of such Bank repay and reborrow under Facility A at such timeany time prior to the Facility A Termination Date. The Facility A Commitments to lend hereunder shall expire on the Facility A Termination Date.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees agrees, at any time and from time to time after the Effective Date and prior to the Final Maturity Date, to make a revolving loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Revolving Loan" and, collectively, the "Term Revolving Loans") to the Borrower, which Revolving Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iiiii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (ivx) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same TypeType and (y) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date, (iviii) may be repaid and reborrowed in accordance with the provisions hereof and (viv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, Percentage of the Swingline Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of of, Revolving Loans or Swingline Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time. (b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Percentages, provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth in this Agreement, each Bank Term B Lender holding an Initial Term B Commitment severally and not jointly agrees to make a loan or loans make, on the Closing Date, an Initial Term B Loan to the Borrower, which loans shall be drawn, Borrower in Dollars in an amount equal to the extent such Bank has a commitment under such Facility, under the Lender’s Initial Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility B Commitment (each, a "an “Initial Term B Loan" ” and, collectively, the "“Initial Term B Loans") (i) ”). Each Lender’s Initial Term B Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term B Commitment on such date. The Initial Term B Loans shall be incurred by made on the Borrower on a single date occurring on or after the Effective Closing Date and on may be repaid or prior to ▇▇▇▇▇ ▇prepaid in accordance with the provisions hereof, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans but once repaid or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans prepaid may not be reborrowed. The Initial Term B Loans may be ABR Loans or Term SOFR Loans as further provided herein. (b) Each loan under Subject to and upon the Revolving terms and conditions set forth in this Agreement, each Term C Lender holding Initial Term C Commitments severally and not jointly agrees to make, on the Closing Date, an Initial Term C Loan Facility to the Borrower in Dollars in an amount equal to such Lender’s Initial Term C Commitment (each, a "Revolving an “Initial Term C Loan" ” and, collectively, the "Revolving “Initial Term C Loans"”) (i) may . Each Lender’s Initial Term C Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term C Commitment on such date. The Initial Term C Loans shall be incurred by made on the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed or prepaid in accordance with the provisions hereof hereof, but once repaid or prepaid may not be reborrowed. The Initial Term C Loans may be ABR Loans or Term SOFR Loans as further provided herein. (c) (i) Subject to and (v) shall upon the terms and conditions set forth in this Agreement, each Revolving Lender having a Revolving Commitment severally and not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding jointly agrees to make Revolving Loans made by in Dollars to the Borrower in an amount equal to such Bank and ▇▇▇▇▇▇’s Revolving Commitment (II) such Bank's RL Percentageeach, if anyan “Initial Revolving Loan” and, of collectively, the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of “Initial Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time”).

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

Commitments. (Aa) The Term Loans Commitments and Revolving Credit Commitments. (i) Prior to the Restatement Effective Date, the Existing Lenders made term loans and delayed draw term loans (collectively, the “Existing Term Loan”) to the Borrowers in an initial aggregate principal amount equal to $75,000,000. As of the Restatement Effective Date, the aggregate outstanding principal balance of the Existing Term Loan is $73,445,312.50. Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, on the Restatement Effective Date each Lender with a Term Loan Commitment severally agrees to make term loans (collectively, the “Restatement Term Loan”, and together with the Existing Term Loans, the “Term Loan”) to the Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan Commitment, which, for the sake of clarity, shall be an amount equal to $1,554,687.50 in the aggregate, such that, after giving effect to the making of such Restatement Term Loan, the aggregate outstanding principal balance of the Term Loan shall be $75,000,000 on the Restatement Effective Date. (ii) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Bank Revolving Loan Lender severally agrees to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower Borrowers at any time and from time to time during the term of this Agreement, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Credit Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of the Term Loan made on the Restatement Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (ii) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the difference between (x) the Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations. The Revolving Credit Commitment of each 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, the Revolving Loans on or after the Initial Borrowing Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, (ii) shall be denominated in U.S. Dollarssubject to the terms, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred provisions and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided limitations set forth herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthhereof, each Bank severally Lender agrees to make a loan or loans Loans to the Borrower, which loans shall be drawn, Borrower in dollars from time to time during the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated Availability Period in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that an aggregate principal amount which equals that will not result in such Lender’s Credit Exposure exceeding such Lender’s Commitment. Within the Term Loan Commitmentforegoing limits and subject to the terms and conditions set forth herein, if anythe Borrower may borrow, of such Bank at such time. Once repaid, Term Loans may not be reborrowedprepay and reborrow Loans. (b) Each loan If on the First Restatement Effective Date, Loans are outstanding and (x) one or more Persons which were Lenders (under and as defined in the Revolving Loan Facility Original Credit Agreement) are Departing Lenders and/or (eachy) the Commitments one or more Continuing Lenders are higher or lower than their respective Commitments (under and as defined in the Original Credit Agreement), a "Revolving Loan" and, collectively, then on the "Revolving Loans")First Restatement Effective Date and subject to the terms and conditions hereof: (i) may each Continuing Lender whose Commitment is higher or lower than its Commitment (under and as defined in the Original Credit Agreement) shall be incurred by deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such Continuing Lender shall have assigned to or assumed from each other such Continuing Lender, a portion of the Borrower at any time Commitment, Loans and from time to time LC Exposure of each such Continuing Lender such that the outstanding Loans and LC Exposure of each Lender immediately after First Restatement Effective Date reflect proportionately the Commitments as set forth on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, Schedule 2.1; and (ii) in connection with such assignment, each such Continuing Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at necessary to reflect the option assignment to it of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made and in connection with such master assignment each such Continuing Lender may treat the assignment of Eurodollar Borrowings as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, a prepayment of such Bank at such timeEurodollar Borrowings for purposes of Section 3.6.

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

Commitments. (A) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally Lender agrees to make a loan or loans Loan relating to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Lenders' Term Loan Facility and A Commitment to the Revolving Loan Facility, as set forth below: (a) each loan under the Borrower in an aggregate principal amount that will not result in such Lender's Term Credit Exposure exceeding such Lender's Term Loan Facility A Commitment. Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan relating to such Lenders' Term Loan Facility B Commitment to the Borrower in an aggregate principal amount that will not result in such Lender's Term Credit Exposure exceeding such Lender's Term Loan Facility B Commitment. Upon the occurrence of an event that, with notice or the passage of time, or both, would constitute an Event of Default (eachas defined in Article VII), a "Term Loan" and, collectivelyand at any time thereafter during the continuance of such event, the "Term Loans") Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower suspend the Commitments (and thereupon the Commitments shall immediately be suspended). During the period of any such suspension: (i) no Lender shall be incurred by obligated in respect of its Commitment and (ii) any fees due to any one or more of Administrative Agent and the Borrower on a single date occurring on or after Lenders (including the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇fees provided for in Section 2.12) shall be denominated in U.S. Dollarscalculated without regard to such suspension. Without limiting the first sentence of this paragraph, (iiix) except a grace or cure period in an agreement between the Borrower (or a Subsidiary) and a third party (i.e., a Person that is not the Administrative Agent or a Lender) is included as hereinafter provideda passage of time within the contemplation of such first sentence and (y) a notice given by a third party (i.e., may, at a Person that is not the option Administrative Agent or a Lender) to the Borrower or a Subsidiary is included as a notice within the contemplation of such first sentence. This paragraph shall apply notwithstanding anything to the contrary in this Agreement or any of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term other Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowedDocuments. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

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

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank Term Lender having an Initial Term Loan Commitment severally agrees (i) with respect to make a loan or its Exit Prepetition Continued Loans, continued its loans constituting Term Loan Claims (as defined in the Reorganization Plan) as loans to the BorrowerBorrower hereunder in Dollars in an aggregate amount not exceeding any such Term Lender’s Exit Prepetition Continued Loan Commitment and (ii) with respect to its Exit DIP Converted Loans, which was deemed to have made loans shall be drawn, to the extent Borrower hereunder in Dollars in an aggregate amount not exceeding any such Bank has Term Lender’s Exit DIP Converted Loan Commitment, in each case, on a commitment under several and not joint basis (such Facility, under the Term Loan Facility continued loans and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" andloans deemed made hereunder, collectively, the "“Initial Term Loans") (i) shall be incurred by the Borrower on a single date occurring on ” and each, an “Initial Term Loan”). Amounts repaid or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated prepaid in U.S. Dollars, (iii) except as hereinafter provided, may, at the option respect of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Initial Term Loans may not be reborrowed. The Initial Term Loan Commitment of each Lender was automatically and permanently reduced to $0 upon the continuation and deemed making of such ▇▇▇▇▇▇’s Initial Term Loans on the Effective Date. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior Subject to the Revolving Loan Maturity Dateterms and conditions set forth herein (including in Section 4.02 hereof), each Term Lender having an Incremental DDTL Commitment severally, but neither jointly nor jointly and severally, agrees to advance to the Borrowers, in a single draw, its respective pro rata share of Incremental DDTL Loans in a principal amount equal to each such Term Lender’s Incremental DDTL Commitment. Amounts repaid or prepaid in respect of Incremental DDTL Loans may not be reborrowed. The Incremental DDTL Loans (iiif and when advanced) shall be denominated deemed to have been made in U.S. Dollars, (iii) except the aggregate as hereinafter provided, may, at Term Loan to the option of the Borrower, be incurred Borrowers under this Agreement and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as to constitute a part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans principal balance of the Term Loans pursuant to the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of terms as all other then Term Loans outstanding Revolving Loans made by such Bank under this Agreement (except solely with respect to the rights of Incremental DDTL Lenders as expressly set forth in the definition of “Required Lenders” and in Section 9.02 hereof). (IIc) such Bank's RL PercentageNotwithstanding anything else herein or otherwise to the contrary, if anythe priority of payment, repayment, and prepayment of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid Initial Term Loans and the Incremental DDTL Loans, together with the proceeds ofall interest, fees, and simultaneously with the incurrence of Revolving Loans) at such timeother amounts payable in respect thereof, equals the Revolving Loan Commitment, if any, of such Bank at such timeshall be pro rata and pari passu in all respects.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender severally agrees to make a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Credit Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Loans, provided, LIBOR Loans (provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iviii) may be repaid and reborrowed in accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (v) after giving effect thereto and to the application of the proceeds thereof, shall not exceed for any Bank result at any time outstanding that aggregate principal amount which, when combined with (I) in the aggregate principal amount of all other the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, in effect. As of the Letter Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (b) The Borrower shall use the Letters of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with and the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals from the Revolving Loan CommitmentCredit Loans and Swingline Loans for general corporate purposes of the Borrower and its Subsidiaries (including, if anywithout limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of such Bank at such timethe foregoing, none of the proceeds from Revolving Credit Loans or Swingline Loans may be used to finance any Hostile Take-Over Bid.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender severally agrees to make a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Credit Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Loans, provided, LIBOR Loans (provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iviii) may be repaid and reborrowed in accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (v) after giving effect thereto and to the application of the proceeds thereof, shall not exceed for any Bank result at any time outstanding that aggregate principal amount which, when combined with (I) in the aggregate principal amount of all other the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, in effect. As of the Letter Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (b) The Borrower shall use the Letters of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with and the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals from the Revolving Loan CommitmentCredit Loans for general corporate purposes of the Borrower and its Subsidiaries (including, if anywithout limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of such Bank at such timethe foregoing, none of the proceeds from Revolving Credit Loans may be used to finance any Hostile Take-Over Bid.

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth, each Bank Lender agrees, severally agrees and not jointly: (i) to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Tranche I Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by to the Borrower on the Closing Date in a single date occurring principal amount not to exceed the Tranche I Term Loan Commitment set forth opposite its name on or after Schedule 2.01, as the Effective Date and on or prior same may be reduced from time to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made time pursuant to Section 2.09; and (ii) to make a Tranche II Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the Tranche II Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the may be reduced from time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowedto time pursuant to Section 2.09. (b) Each loan under Subject to the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, terms and conditions and relying upon the "Revolving Loans") (i) may be incurred by representations and warranties of Holdings and the Borrower herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on and or after the Initial Borrowing date hereof, and until the earlier of the Revolving Credit Maturity Date and prior to the termination of the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option Credit Commitment of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed such Lender in accordance with the provisions hereof and (v) shall not exceed for any Bank terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Credit Exposure at such time exceeding the Revolving Credit Commitment of such Lender at such time, as the same may be reduced from time to time pursuant to Section 2.09, provided that the aggregate principal amount whichof Revolving Loans made to the Borrower on the Closing Date shall not exceed $45,000,000. (i) The Swingline Lender hereby agrees, subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth, and subject to the limitations set forth below with respect to the maximum amount of Swingline Loans permitted to be outstanding from time to time, to make a portion of the Revolving Credit Commitments available to the Borrower from time to time during the period from the Closing Date through and excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments in an aggregate principal amount not to exceed the Swingline Loan Commitment, by making Swingline Loans to the Borrower. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when combined 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 $20,000,000. The Swingline Loan Commitment shall expire on the date the Revolving Credit Commitments are terminated and all Swingline Loans and all other amounts owed hereunder with respect to Swingline Loans shall be paid in full no later than that date. The Borrower shall give the Swingline Lender telephonic, written or telecopy notice (Iin 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 day of a proposed borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any notice received from the Borrower pursuant to this paragraph. (ii) In no event shall (A) the aggregate principal amount of all other then 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 or (C) the aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving Credit Commitments in effect at such time. Swingline Loans may only be made as ABR Loans. (iii) With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower, the Swingline Lender (by request to the Administrative Agent) or Administrative Agent at any time may, in its sole discretion, on one Business Day's notice, require each Revolving Credit Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be funded as an ABR Loan) in an amount equal to such Lender's Applicable Percentage of the amount of the Swingline Loans ("Refunded Swingline Loans") outstanding on the date notice is given which the Swingline Lender requests the Lenders to prepay. (iv) In the case of Revolving Loans made by Lenders other than the Swingline Lender under the immediately preceding paragraph (iii), each such Bank and (II) such Bank's RL PercentageLender shall make the amount of its Revolving Loan available to the Administrative Agent, if anyin same day funds, at the office of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds ofAdministrative Agent located at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, and simultaneously with the incurrence of Revolving Loans) at such ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, not later than 1:00 p.m., New York City time, equals on the Revolving Loan Commitment, if any, Business Day next succeeding the date such notice is given. The proceeds of such Bank at Revolving Loans shall be immediately delivered to the Swingline Lender (and not to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such time.Revolving Loans are made, the Swingline Lender's Applicable Percentage of the Refunded Swingline Loans shall

Commitments. (Aa) Subject to Section 2.1(c) and upon the other terms and conditions herein set forthforth in this Agreement, each Bank severally agrees to make a loan or loans lend to Borrower from time to time prior to the BorrowerTermination Date amounts not to exceed in the aggregate at any one time outstanding, which loans shall be drawnthe amount of such Bank’s Commitment less such Bank’s Letter of Credit Exposure, to the extent any such Bank has Loan would not cause a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: Borrowing Base Deficiency. Each Borrowing shall (aA) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that an aggregate principal amount which equals of $1,000,000 or any larger integral multiple of $100,000, and (B) be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the Term Loan Commitmentforegoing limitations and the other provisions of this Agreement, if anyBorrower may borrow under this Section 2.1(a), of such Bank at such time. Once repaid, Term Loans may not be reborrowedrepay amounts borrowed under this Section 2.1(a) and request new Borrowings under this Section 2.1(a). (b) Each loan under the Revolving Loan Facility (eachThe Letter of Credit Issuers will issue Letters of Credit, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on during the Letter of Credit Period upon request by Borrower, for the account of Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure of all Banks then existing, and after (B) the Initial amount of the requested Letter of Credit, does not exceed $20,000,000, and (ii) Borrower would be entitled to a Borrowing Date under Section 2.1(c) and Section 6.2 in the amount of the requested Letter of Credit; provided that, the Letter of Credit Issuers shall not be under any obligation to issue any Letter of Credit if a default of any Bank’s obligations to fund under Section 2.1 exists or any Bank is at such time a Defaulting Bank or Impacted Bank hereunder, unless the Letter of Credit Issuer has entered into arrangements satisfactory to Letter of Credit Issuer with Borrower or such Bank to eliminate the Letter of Credit Issuer’s risk with respect to such Bank. As used herein, “Impacted Bank” means any Bank as to which (a) the Letter of Credit Issuer has a good faith belief that such Bank has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (b) an entity that controls such Bank has become subject to a bankruptcy or other similar proceeding. Not less than three Business Days prior to the Revolving Loan Maturity Daterequested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer’s customary letter of credit application (ii) “Letter of Credit Application”). Each Letter of Credit shall be denominated in form and substance acceptable to Letter of Credit Issuer. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. No Letter of Credit shall have an expiration date later than the earlier of (1) five Business Days prior to the Termination Date and (2) one year from the date of issuance and no Letter of Credit shall be issued in a currency other than U.S. Dollars. Upon the date of issuance of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone or facsimile setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit (iiia) except as hereinafter provided, may, at the option applicable Letter of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed Credit Fee in accordance with Section 2.12, (b) the provisions hereof applicable Letter of Credit Fronting Fee in accordance with Section 2.12, and (vc) shall not exceed for any Bank at any time outstanding that aggregate principal amount whichall customary administrative, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank issuance, amendment, payment, and (II) such Bank's RL Percentage, if any, negotiation charges of the Letter of Credit Outstandings Issuer; provided that, no such Letter of Credit Fee shall accrue or be deemed to have accrued, or be owing or payable by Borrower to the Administrative Agent or any Letter of Credit Issuer for the account of any Defaulting Bank with respect to its share of such Letter of Credit Fee in the event Borrower has entered into an arrangement with or provided cash collateral to the applicable Letter of Credit Issuer with respect to such Letter of Credit Issuer’s risk with respect to such Bank’s obligation to fund its Commitment Percentage share of the aggregate existing Letter of Credit Exposure with respect to such Letter of Credit. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee, and the charges described in clause (exclusive c) of Unpaid Drawings the immediately preceding sentence, to the Letter of Credit Issuer for its own account. Any amendment, modification, renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 2.1(b). Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such security agreements and other security documents in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). Whenever Borrower is required to make deposits under this Section 2.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any guarantor, or any other Person liable for all or any part of the Obligations. In the event there exists one or more Defaulting Bank, Borrower shall, on the next succeeding Business Day following request from the Administrative Agent, deposit with Administrative Agent such funds as Administrative Agent may reasonably request, up to a maximum Letter of Credit Exposure attributable to such Defaulting Bank(s) as security for such Defaulting Bank’s Letter of Credit Exposure. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy drafts or demands attributable to such Defaulting Bank(s). When there are no longer any Defaulting Banks or no longer any Letters of Credit outstanding, the Administrative Agent shall release to Borrower any remaining funds deposited under this paragraph. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse each Letter of Credit Issuer, in immediately available funds, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued by it (x) on the same Business Day such Letter of Credit Issuer makes demand for such reimbursement if such demand is made at or prior to 11:00 a.m. (New York, New York time) and (y) on the next Business Day after such demand for reimbursement if such demand is made after 11:00 a.m. (New York, New York time). Payment shall be made by Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to but excluding the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower and until all other Obligations shall have been paid in full. The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the proceeds terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever, including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing. As among Borrower on the one hand, Administrative Agent, and each Bank, on the other hand, Borrower assumes all risks of the acts and omissions of, and simultaneously with or misuse of Letters of Credit by, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, beneficiary of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Administrative Agent, Letter of Credit Issuer nor any Bank at such time.shall be responsible for:

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇▇ ▇, agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇, (▇▇’s Revolving Credit Exposure exceeding such ▇▇▇▇▇▇’s Commitment or (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option sum of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to total Revolving Credit Exposures plus the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals of outstanding Competitive Loans exceeding the Term Loan Commitmenttotal Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, if anythe Borrower may borrow, of such Bank at such time. Once repaid, Term Loans may not be reborrowedprepay and reborrow Revolving Loans. (b) The Borrower shall have the right at any time prior to 60 days after the Effective Date to increase the total Commitments to an amount of not more than $750,000,000, with each such increase to be in an amount of not less than $10,000,000 or a whole multiple of $1,000,000 in excess thereof, by requesting that one or more banks or financial institutions not a party hereto become Lenders hereunder; provided, that the addition of any such bank or financial institution shall be subject to the consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. (c) Any additional bank or financial institution which elects to become a Lender party to this Agreement pursuant to Section 2.01(b) shall execute a Joinder Agreement substantially in the form of Exhibit C hereto with the Borrower and the Administrative Agent, whereupon such bank or financial institution shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Lender, effective on the date specified in such Joinder Agreement. Each loan under additional bank or financial institution which executes and delivers a Joinder Agreement and becomes a party hereto and a “Lender” hereunder pursuant to such Joinder Agreement is hereinafter referred to as an “Additional Lender.” (d) Any increase in the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans")Commitments pursuant to this Section 2.01 shall not be effective unless: (i) may no Default or Event of Default shall have occurred and be incurred continuing on the effective date specified in the Joinder Agreement; and (ii) each of the representations and warranties made by the Borrower at any time in Article III (other than in Section 3.04 and from time to time Section 3.05(ii)) shall be true and correct in all material respects on such effective date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. Each notice requesting an increase in the Commitments pursuant to Section 2.01(b) shall constitute a certification by the Borrower to the effect set forth in clauses (i) and (ii) of this Section 2.01(d). Table of Contents (e) Concurrently with the execution by an Additional Lender of a Joinder Agreement, the Borrower shall make such borrowing from such Additional Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Loans owing to each Lender (including each such Additional Lender) to be proportional to such Lender’s share of the total Commitments, after giving effect to any increase thereof; provided, however, that the Initial Borrowing Date and Borrower shall not be required to make any such borrowing or prepayment prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option last day of the BorrowerInterest Period then in effect of any outstanding Eurodollar Revolving Loan. (f) Upon any Additional Lender becoming a party hereto, be incurred the Administrative Agent shall notify each other Lender thereof and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part shall deliver to each other Lender a copy of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made Joinder Agreement executed by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeAdditional Lender.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender severally agrees to make a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Credit Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Loans, provided, LIBOR Loans (provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iviii) may be repaid and reborrowed in accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (v) after giving effect thereto and to the application of the proceeds thereof, shall not exceed for any Bank result at any time outstanding that aggregate principal amount which, when combined with (I) in the aggregate principal amount of all other the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, in effect. As of the Letter Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (b) The Borrower shall use the Letters of Credit Outstandings and the proceeds from the Revolving Credit Loans for general corporate purposes of the Borrower and its Subsidiaries (exclusive including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of Unpaid Drawings which are repaid the foregoing, none of the proceeds from Revolving Credit Loans may be used to finance any Hostile Take-Over Bid. (c) Any Swingline Loan shall be made in accordance with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeprocedures set forth in Section 2.16.

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, : (i) each Bank Revolving Loan Lender severally agrees to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the 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 Revolving Loans at any time outstanding not to exceed the amount of such Revolving Loan Lender's Revolving Credit Commitment; and (ii) each Term Loan Lender severally agrees to make the Term Loan to the Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such Term Loan Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Commitment. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrower may borrow, repay and re-borrow, on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the The aggregate principal amount of all other then outstanding Revolving Loans the Term Loan made by such Bank and (II) such Bank's RL Percentage, if any, on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Letter of Credit Outstandings (exclusive of Unpaid Drawings Term Loan which are is repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeor prepaid may not be re-borrowed.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth in this Agreement, each Bank Term Loan Lender holding an Initial Term Loan Commitment severally (and not jointly) agrees to make a loan or loans make, on the Closing Date, an Initial Term Loan to the Borrower, which loans shall be drawn, Borrower in Dollars in an amount equal to the extent such Bank has a commitment under such Facility, under the Lender’s Initial Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility Commitment (each, a "an “Initial Term Loan" ” and, collectively, the "“Initial Term Loans") (i) ”). Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. The Initial Term Loans shall be incurred by made on the Borrower on a single date occurring on or after the Effective Closing Date and on may be repaid or prior to ▇▇▇▇▇ ▇prepaid in accordance with the provisions hereof, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans but once repaid or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans prepaid may not be reborrowed. The Initial Term Loans may be ABR Loans or Term SOFR Loans as further provided herein. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans")[Reserved]. (i) may Subject to and upon the terms and conditions set forth in this Agreement, each Revolving Credit Lender having a Revolving Credit Commitment severally (and not jointly), agrees to make a Revolving Credit Loans in Dollars to the Borrower. (ii) Such Revolving Credit Loans (A) shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity Credit Termination Date, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Term SOFR Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (vD) shall not exceed not, for any Bank Lender at any time outstanding that aggregate principal amount whichwith respect to any Class of Revolving Credit Loan, when combined with (I) after giving effect thereto and to the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, application of the Letter of proceeds thereof, result in such Lender’s Revolving Credit Outstandings (exclusive of Unpaid Drawings which are repaid Exposure with the proceeds of, and simultaneously respect to such Class at such time exceeding such Lender’s Revolving Credit Commitment with the incurrence of Revolving Loans) respect to such Class at such time, equals and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (d) Each Lender may at its option make any Term SOFR Loan Commitment, if any, by causing any domestic or foreign branch or Affiliate of such Bank at Lender to make such timeLoan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in material increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous in any material respect to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank Revolving Lender agrees to make loans to the Borrower (each such loan, a “Revolving Loan”), denominated in US Dollars or Euros, from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment and (ii) the Total Revolving Credit Exposure exceeding the Aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make a term loan or loans to the BorrowerBorrower (each such loan, which loans shall be drawna “Term Loan”), to denominated in US Dollars, on the extent such Bank has a commitment under such Facility, under Initial Availability Date in an aggregate principal amount that will not result in (i) the amount of the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the made by such Term Loan Facility Lender hereunder exceeding such Term Loan Lender’s Term Loan Commitment or (each, a "Term Loan" and, collectively, ii) the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option aggregate amount of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to by all Term Loan Lenders hereunder exceeding the same Borrowing shalltotal Term Loan Commitments. Once borrowed, unless otherwise specifically provided herein, consist entirely the Borrower may not reborrow any portion of the Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitmenthereunder by any Term Loan Lender, if anysuch Term Loan Lender’s Term Loan Commitment shall terminate immediately and without further action in an amount equal to, and on the date of, such funding of such Bank at such time. Once repaid, Term Loans may not be reborrowedLoan. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (A) Subject to and upon the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to make a loan or loans lend to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and Borrowers from time to time during the period from and including the Effective Date to but not including the Final Maturity Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on and after the Initial Borrowing Date and prior Final Maturity Date. Amounts borrowed under this Section 2.01(a) may, subject to the Revolving Loan limitations set forth in this Agreement, be repaid and, up to but excluding the Final Maturity Date, (iibe reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the Final Maturity Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) shall be in Dollars, or in the requested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and integral multiples, in the case of Loans denominated in U.S. Dollars, (iii) except as hereinafter providedof $5,000,000 in excess of that amount and, mayin the case of Loans denominated in an Alternative Currency, at in integral multiples of 5,000,000 units or, in either case, if less, the option unutilized amount of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of Total Commitment. Notwithstanding the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Typeforegoing, (ivi) no Syndicated Loan may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for borrowed by any Bank at any time outstanding that aggregate principal amount which, when combined with (I) Borrower if the aggregate principal amount of all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then outstanding Revolving Loans made by such Bank requested which have not yet been funded, shall exceed the Total Commitment then in effect and (IIii) such Bank's RL Percentage, no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if any, the Currency Equivalent in Dollars of the Letter aggregate principal amount of Credit Outstandings all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $200,000,000. For purposes of determining (exclusive A) whether the making of Unpaid Drawings which are repaid any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the proceeds ofCurrency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and simultaneously with one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the incurrence Currency Equivalent of Revolving Loans) at such time, equals the Revolving any Loan Commitment, if any, denominated in an Alternative Currency for purposes of such Bank a determination at the rate of exchange in effect on such timedate.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthhereof, each Bank severally agrees to make a loan or revolving credit loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term “Revolving Credit Loan" and, ”; collectively, the "Term “Revolving Credit Loans"”) (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date in Dollars and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant Foreign Currencies to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and Company from time to time on and after during the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, Commitment Period in an aggregate principal Dollar Amount (ii) shall be denominated in U.S. Dollars, (iii) except determined as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (ivmost recent Revaluation Date) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any one time outstanding that aggregate principal amount which, when combined with (I) added to the amount of such Bank’s Commitment Percentage of the aggregate principal amount of all other Swing Line Loans and LOC Obligations then outstanding Revolving Loans made by such Bank and (II) outstanding, shall not exceed the amount of such Bank's RL Percentage’s Commitment; provided that, if any(i) after giving effect to the use of proceeds of Revolving Credit Loans to repay any Swing Line Loans or LOC Obligations, the aggregate principal Dollar Amount (determined as of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence most recent Revaluation Date) of Revolving Credit Loans) , Swing Line Loans, Bid Loans and LOC Obligations outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time; and (ii) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Revolving Credit Loans that are Foreign Currency Loans outstanding to the Company shall not exceed $250,000,000. During the Commitment Period the Company may use the Commitments by borrowing, equals prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) The Revolving Credit Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with subsections 2.3 and 2.7, provided that (1) no Revolving Credit Loan Commitment, if any, of such Bank at such timeshall be made as a Eurodollar Loan after the day that is one month prior to the Termination Date and (2) all Foreign Currency Loans must be Eurodollar Loans.

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank Lender agrees, severally agrees and not jointly, to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Closing Date until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding the lesser of (i) an amount equal to such Lender’s Revolving Commitment, (ii) such Lender’s Pro Rata Percentage of an amount equal to (A) the Total Revolving Commitments, minus (B) the LC Exposure, minus (C) the Swingline Exposure, and (iii) such Lender’s Pro Rata Percentage of an amount equal to (A) the Borrowing Base minus (B) the LC Exposure, minus (C) the Swingline Exposure; and (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans that are made by Lenders pursuant to Section 2.01(a) and that are outstanding at any time to Borrower shall not exceed the difference between (A) the lesser of (1) the Borrowing Base and (2) Total Revolving Commitment, and (B) the sum of any outstanding Swingline Loans plus Total LC Exposure. No Revolving Loans shall be made if such Revolving Loans shall cause Undrawn Availability to be less than zero. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Maturity Date. Within the foregoing limits, Borrower may borrow, repay and reborrow, on or after the Closing Date and prior to the Revolving Loan Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the The aggregate principal amount of all other then Loans and the Total LC Exposure outstanding at any time shall not exceed the Total Revolving Loans made by such Bank and Commitments. (IIiii) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Each Revolving Loan Commitment, if any, of such Bank at such timemade pursuant to Section 2.02(a) shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having an Initial Term Loan Commitment severally agrees to make a term loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility denominated in Dollars (each, a "an “Initial Term Loan" and”) to the Borrower on the Closing Date, collectively, which Initial Term Loans shall not exceed for any such Lender the "Initial Term Loans") Loan Commitment of such Lender and in the aggregate shall not exceed $585,000,000. Such Term Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Loans, ; provided, that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan CommitmentCommitments. On the Initial Term Loan Maturity Date, if any, of such Bank at such time. Once repaid, all then outstanding Initial Term Loans may not shall be reborrowedrepaid in full in Dollars. (b) Each loan under Subject to and upon the terms and conditions herein set forth, each Revolving Loan Facility Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower (eacheach such loan, a "“Revolving Credit Loan" and”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, collectivelyprovided, that any of the "foregoing such Revolving Loans") Credit Loans (iA) may shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and on or prior to the Revolving Loan Credit Maturity Date, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Loans, ; provided, that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Lender’s Commitment in respect of such Class of Revolving Loans at such time, and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(b), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed (without premium or penalty) in accordance with the provisions hereof. The Swingline Lender shall not exceed for make any Bank at any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time outstanding that aggregate principal amount which, when combined with as the Swingline Lender shall have received written notice of (Ii) rescission of all such notices from the party or parties originally delivering such notice or (ii) the aggregate principal amount waiver of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, Default or Event of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid Default in accordance with the proceeds ofprovisions of Section 13.1. (d) On any Business Day, and simultaneously the Swingline Lender may, in its sole discretion, give notice to each Revolving Lender that all then-outstanding Swingline Loans shall be funded with the incurrence a Borrowing of Revolving Loans, in which case (i) at Revolving Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such timeBorrowing, equals a “Mandatory Borrowing”) by each Revolving Lender pro rata based on each Revolving Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied (or waived), (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan CommitmentLenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, if anyto the extent attributable to the purchased participation, shall be payable to such Revolving Lender purchasing same from and after such date of such Bank at such timepurchase.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthhereof, each Bank Lender severally agrees to make a loan or revolving credit loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, Dollars (iii“Dollar Revolving Loans”) except as hereinafter provided, may, at the option to any of the BorrowerBorrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loanswhen added to such Lender’s Outstanding Extensions of Credit, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) 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 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 Foreign Borrower if, after making such Dollar Revolving Loan, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, any of the Borrowers may use the Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such timeother Lender’s failure to make Dollar Revolving Loans as required. Once repaid, Term The Dollar Revolving Loans may not from time to time be reborrowedEurocurrency Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18. (b) Each loan under 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 Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans")Loans shall become due and payable in accordance with Section 7. (ic) may be incurred by Subject to the Borrower at any time terms and conditions hereof (including, without limitation, Section 2.31), each Multicurrency Lender severally agrees, from time to time on and after during the Initial Borrowing Date and prior Commitment Period, to make revolving credit loans (x) denominated in one or more Foreign Currencies to the Revolving Company or (y) denominated in Euros to any Foreign Borrower (collectively, “Multicurrency Loans”) in an aggregate principal amount (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which (a) shall not exceed such Multicurrency Lender’s Multicurrency Subcommitment and (b) when added to such Lender’s Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. No Borrower shall request and no Multicurrency Lender shall be required to make any Multicurrency Loan Maturity Dateif, after making such Multicurrency Loan (i) the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the Dollar Equivalent of the aggregate outstanding Multicurrency Loans shall exceed the Multicurrency Sublimit. No Foreign Borrower shall request and no Lender shall be denominated required to make any Multicurrency Loan to such Foreign Borrower if, after making such Multicurrency Loan, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in U.S. Dollarseffect. During the Commitment Period, (iii) except as hereinafter providedthe Borrowers may borrow, may, at the option of the Borrower, be incurred prepay and maintained as, and/or converted into, Base Rate Loans or Eurodollar reborrow Multicurrency Loans, providedin whole or in part, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof terms and conditions hereof. All Multicurrency Loans shall be Eurocurrency Loans. (vd) Each Borrower shall not exceed for any Bank at any time repay all outstanding that aggregate principal amount which, when combined with (I) Multicurrency Loans borrowed by it on the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, earlier of the Letter of Credit Outstandings (exclusive of Unpaid Drawings Termination Date and the date on which are repaid the Multicurrency Loans shall become due and payable in accordance with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeSection 7.

Commitments. (A) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank Lender agrees, severally agrees to make a loan or loans to the Borrowerand not jointly, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all make Term Loans made pursuant to the same Borrowers (allocated among the Borrowers as specified in the Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of Requests with respect thereto) on the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that Closing Date in an aggregate principal amount which equals the not to exceed its Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under to make Revolving Loans to the Revolving Loan Facility (eachBorrowers, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date, and until the earlier of the Revolving Credit Maturity Date and prior to the termination of the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option Credit Commitment of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed such Lender in accordance with the provisions hereof and (v) shall not exceed for any Bank terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment and (c) if such Lender has an Incremental Term Loan Commitment, to make Incremental Term Loans to the applicable Borrower, in an aggregate principal amount whichnot to exceed its Incremental Term Loan Commitment on the date or dates determined in accordance with Section 2.24. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, when combined with conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein (Iand without affecting any other provision hereof), the funded portion of each Term Loan to be made on the Closing Date (i.e., the amount advanced in cash to the Borrowers on the Closing Date) shall be equal to 99.5% of the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and Loan (II) it being agreed that the Borrowers shall be obligated to pay the entire principal amount of each such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeas provided in Section 2.11).

Commitments. (Aa) Revolving A Loans. Subject to and upon the terms and conditions herein set forthforth herein, each Bank Revolving A Lender severally agrees to make loans (each such loan, a loan or loans “Revolving A Loan”) to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated A/B Borrowers in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and Dollars from time to time on and after any Business Day during the Initial Borrowing Date and prior to Availability Period for the Revolving Loan Maturity DateA Commitments in an aggregate amount not to exceed at any time outstanding the amount of such ▇▇▇▇▇▇’s Revolving A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall be denominated in U.S. Dollarsnot exceed such ▇▇▇▇▇▇’s Revolving A Commitment, and (iii) except as hereinafter provided, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the option obligation of such Revolving A/B Borrower to repay such Revolving A Loan in accordance with the Borrowerterms of this Agreement. Within the limits of each ▇▇▇▇▇▇’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Revolving A/B Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Term SOFR Loans, providedor a combination thereof, as further provided herein (provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) Lux 2 may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving borrow Base Rate Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time).

Commitments. (A) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (eachTranche A Revolving Lender agrees, a "Term Loan" andseverally and not jointly, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the make Tranche A Revolving Loans to Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and or after the Initial Borrowing Closing Date until the earlier of (i) the Revolving Maturity Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option termination of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Tranche A Revolving Loans made as part Commitment of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed such Lender in accordance with the provisions hereof and (v) shall not exceed for any Bank terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Tranche A Revolving Exposure exceeding such Lender’s Tranche A Revolving Commitment; and (b) each Tranche B Revolving Lender agrees, severally and not jointly, to make Tranche B Revolving Loans to Borrower, at any time and from time to time on or after the Tranche B Effective Date until the earlier of (i) the Revolving Maturity Date and (ii) the termination of the Tranche B Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount which, when combined with at any time outstanding that will not result in such Lender’s Tranche B Revolving Exposure exceeding such Lender’s Tranche B Revolving Commitment. Within the limits set forth in clauses (Ia) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (IIb) such Bank's RL Percentageabove and subject to the terms, if anyconditions and limitations set forth herein, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds ofBorrower may borrow, pay or prepay and simultaneously with the incurrence of reborrow Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank Lender severally agrees to make a loan one or loans more Term Loans to the Borrower, which loans shall be drawn, Borrower (i) on the Effective Date and (ii) prior to the extent such Bank has a commitment under such Facility, under the Term Loan Facility Commitment Termination Date, not more than one time each week thereafter (unless an additional weekly borrowing date is consented to by the Agent and the Revolving Required Lenders), in the case of all Term Loans, in an aggregate principal amount not to exceed the amount of such Lender’s initial Term Loan Facility, as set forth below:Commitment. (ab) each loan under Notwithstanding the foregoing, (i) the aggregate principal amount of the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower made on a single date occurring on or after the Effective Date and on or prior any borrowing date shall not exceed the lesser of (x) the undrawn Total Term Loan Commitment at such time and (y) the Maximum Tranche Amount with respect to ▇▇▇▇▇ ▇, ▇▇▇▇any applicable Insurance Premium Loans being acquired by the Borrower with the proceeds of such Term Loan, (▇▇ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option aggregate principal amount of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made at any time pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) this Agreement shall not exceed the lesser of (x) the initial Total Term Loan Commitment on the Effective Date and (y) an amount which will not result in any Borrowing Base Deficit existing at such time, provided, that, for any Bank at purposes of this Section 2.01(b)(ii)(y), the time of incurrence thereof that aggregate PIK Interest Amount shall be included in the principal amount of the Term Loans. Any amounts paid directly or indirectly by the Agents and the Lenders to the Collateral Value Insurer or the Contingent Collateral Value Insurer for coverage under the Collateral Value Policy or the Contingent Collateral Value Policy, as applicable, shall be deemed to be, and shall for all purposes of this Agreement be treated as, Term Loans made to the Borrower hereunder. Any principal amount of the Term Loan which equals is repaid or prepaid may not be reborrowed. The Total Term Loan Commitment shall be permanently reduced immediately and without further action on the date of funding of each Term Loan in an amount equal to such funded Term Loan. Each Lender’s Term Loan Commitment shall be permanently reduced immediately and without further action on the date of funding of each Term Loan in an amount equal to such Lender’s Pro Rata Share of such funded Term Loan. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Term Loan Commitment, if any, of on such Bank at such time. Once repaid, Term Loans may not be reborroweddate. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

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

Commitments. (A) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally agrees Lender commits to make Loans (each such Loan made under this Section 2.1, a loan or loans “Revolving Loan”) to the BorrowerBorrower from time to time during the period commencing on the Original Effective Date and ending on the Maturity Date (each such commitment, which loans shall be drawn, a “Commitment”) in an aggregate principal amount equal to the extent amount set forth beside such Bank has a commitment under such Facility, Lender’s name in Schedule A under the Term Loan Facility and heading “Commitment”, provided that any Revolving Loans made by any Lender as requested by the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Borrower will not result in (i) such Lender’s Exposure exceeding such Lender’s Commitment, or (ii) the sum of the total Exposure exceeding either the total Commitment or the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Revolving Loans. In addition, the Borrower may request from time to time that the Commitment be increased in an aggregate principal amount of up to $10,000,000, provided that (i) the Agent and any Lender providing any portion of any such increase must consent in writing thereto (it being agreed that no Lender is required to provide any such Commitment increase), (ii) no increase in the Commitments shall be incurred by the Borrower on made if a single date occurring on Default or an Event of Default shall have occurred and be continuing or would result after the Effective Date and on or prior giving effect to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollarssuch increase, (iii) except as hereinafter provided, may, at the option of the Borrower, each such increase shall be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate in a minimum principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type$2,500,000, (iv) may be repaid and reborrowed the Borrower shall pay to the Agent, for the account of the Lenders, a one-time fee in accordance with an amount equal to 0.2% of the provisions hereof and amount of each such Commitment increase, (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, Commitment increases shall not exceed $10,000,000. The pro rata share of each Lender’s Commitment hereunder shall automatically increase as a result of any permitted increase in the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds ofCommitment hereunder, and simultaneously with the incurrence of Revolving Loans) at Schedule A shall be amended to reflect any such time, equals the Revolving Loan Commitment, if any, of such Bank at such timepermitted increase.

Commitments. (A) Subject to and upon the terms and conditions herein set forth, forth each Bank Revolving Credit Lender severally agrees to make a loan or loans Revolving Credit Loans denominated in any Dollars to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility Borrower from its applicable lending office (each, a "Term “Revolving Credit Loan" and”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, collectively, the "Term Loans") provided that any such Revolving Credit Loans (iA) shall be incurred by the Borrower made available at any time and from time to time on a single date occurring on or and after the Effective Closing Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇the Revolving Credit Maturity Date, (▇▇B) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the BorrowerBorrower and subject to Section 2.8(e), be incurred and maintained as as, and/or converted into Base Rate ABR Loans or Eurodollar Term Benchmark Loans that are Revolving Credit Loans, provided, ; provided that all Term Revolving Credit 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 (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Credit Loans of the same Type, (ivC) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (vE) shall not exceed for any Bank not, after giving effect thereto and to the application of the proceeds thereof, result at any time outstanding that aggregate principal amount which, when combined with (I) in the aggregate principal amount of all other the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then outstanding in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals time exceeding the aggregate Revolving Loan Commitment, if any, of Credit Commitment with respect to such Bank at such timeClass.

Commitments. (Aa) Subject to and upon Upon the terms and conditions herein set forthcontained in this Agreement and the DIP Order and relying on the representations and warranties contained in this Agreement, each Bank Lender severally agrees to make a loan Loans during the Commitment Period to or loans for the benefit of the Borrower in an aggregate principal amount not to exceed at any time outstanding the BorrowerPercentage Share of such Lender of the Commitment Amount then in effect; provided, which loans shall be drawnhowever, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") that (i) the Loan Balance shall not exceed at any time the Commitment Amount then in effect, (ii) the sum of the outstanding principal balance of all Loans by any Lender shall not exceed at any time an amount equal to the Percentage Share of such Lender multiplied by the Commitment Amount then in effect and (iii) no Borrowing shall exceed the applicable Loan Limit for such Borrowing. Loans shall be incurred made from time to time on any Business Day designated by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same its Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowedRequest. (b) Each loan under Subject to the Revolving Loan Facility (eachterms of this Agreement, a "Revolving Loan" and, collectivelyduring the Commitment Period, the "Revolving Loans") (i) Borrower may convert Loans of one type or with one Interest Period into Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.12, each Borrowing, conversion, and prepayment of principal of Loans shall be incurred by in an amount at least equal to $100,000 and multiples of $100,000. Each Borrowing, prepayment, or conversion of or into a Loan of a different type or, in the Borrower at any time case of a Eurodollar Rate Loan, having a different Interest Period, shall be deemed a separate Borrowing, conversion, and from time to time on and after prepayment for purposes of the Initial Borrowing Date and prior foregoing, one for each type of Loan or Interest Period. Anything in this Agreement to the Revolving Loan Maturity Datecontrary notwithstanding, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Eurodollar Rate Loans having the same Interest Period shall be at least equal to $1,000,000 with multiples of $100,000; and if any Eurodollar Rate Loan would otherwise be in a lesser principal amount for any period, such Loan shall be an Alternative Base Rate Loan during such period. (c) The initial Borrowing hereunder shall be made by such Bank and (II) such Bank's RL Percentageon the Closing Date. Each subsequent Borrowing, if any, shall be made on a Monday or, if such date is not a Business Day, the next succeeding Business Day. (d) Not later than 2:00 p.m., Central Standard or Daylight Savings Time, as the case may be, on the date specified for each borrowing, each Lender shall make available to the Administrative Agent an amount equal to the Percentage Share of such Lender of the Letter Borrowing to be made on such date, at an account designated by the Administrative Agent, for the account of Credit Outstandings the Borrower. The amount so received by the Administrative Agent shall, subject to the terms and conditions hereof, be made available to the Borrower in immediately available funds at an account to be specified by the Borrower. All Loans by each Lender shall be maintained at the Applicable Lending Office of such Lender. (exclusive e) The failure of Unpaid Drawings which are repaid with the proceeds ofany Lender to make any Loan required to be made by it hereunder shall not relieve any other Lender of its obligation to make any Loan required to be made by it, and simultaneously with no Lender shall be responsible for the incurrence failure of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeany other Lender to make any Loan.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthhereof, each Bank Lender severally agrees to make a loan or revolving credit loans (“Loans”) to the BorrowerBorrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, which loans shall when added to such Lender’s Revolving Percentage of the L/C Obligations, does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrower may use the Commitments by borrowing, repaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan FacilityEurodollar Loans or ABR Loans, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred determined by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant notified to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Administrative Agent in accordance with Sections 2.2 and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed2.3. (b) Each loan The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment or increase the amount of its existing Commitment, as applicable, in each case by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Facility Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under the Revolving Loan Facility this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a "“New Lender Supplement”), substantially in the form of Exhibit F, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of Eurodollar Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Loan" andPercentages, collectivelyunless otherwise agreed by the Administrative Agent, the "Revolving Loans") on each Increased Facility Closing Date (i) may all outstanding Loans shall be incurred converted into a single Loan that is a Eurodollar Loan (with an interest period to be selected by the Borrower), and upon such conversion the Borrower at shall pay any time and from time amounts owing pursuant to time on and after Section 2.12, if any, (with such conversion being treated as a prepayment of all outstanding Eurodollar Loans for the Initial Borrowing Date and prior to the Revolving Loan Maturity Datepurposes of Section 2.12), (ii) any new borrowings of Loans on such date shall also be denominated in U.S. Dollars, part of such single Loan and (iii) except as hereinafter provided, may, at all Lenders (including the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (vNew Lenders) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, hold a portion of such Bank at single Loan equal to its Revolving Percentage thereof and any fundings on such timedate shall be made in such a manner so as to achieve the foregoing.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank severally Lender severally, and not jointly, agrees to make a loan or loans the New Money Term Loans to the Borrower, which loans shall be drawn, Borrowers in an amount equal to such Lender’s New Money Commitment in a single borrowing on the extent such Bank has a commitment under such Facility, under the Closing Date. Such New Money Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, will at the option of the Borrower, Parent Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar Eurocurrency Loans, provided, ; provided that all New Money Term Loans made pursuant to by each of the same Borrowing Lenders shall, unless otherwise specifically provided herein, consist entirely of New Money Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (ivii) may be repaid and reborrowed or prepaid (without premium or penalty) in accordance with the provisions hereof and hereof, but once repaid or prepaid, may not be reborrowed, (viii) shall not exceed for any Bank at any time outstanding that such Lender the New Money Commitment of such Lender, (iv) shall not exceed in the aggregate the aggregate New Money Commitments of all Lenders and (v) shall be funded to the Borrowers on the Closing Date in accordance with Section 2.4(d). The New Money Term Loans shall be available in Dollars and not later than the Maturity Date, all then unpaid New Money Term Loans shall be repaid in full in Dollars. (b) Subject to the terms and conditions herein set forth, to give effect to the refinancing and conversion of the DIP Loans into the Rolled Up Term Loans owing to each applicable Lender, each Lender severally agrees to make the Rolled Up Term Loans to the Borrowers hereunder and such Rolled Up Term Loans shall be deemed to have been made hereunder to the Borrowers, on the Closing Date, in a single term loan borrowing denominated in Dollars in a principal amount whichequal to such Lender’s Rolled Up Commitment on the Closing Date, when combined and the DIP Loans owing to the Lenders under the DIP Credit Agreement shall be substituted with and exchanged for (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (IIreevidenced and refinanced by) such Bank's RL PercentageRolled Up Term Loans hereunder. The Rolled Up Term Loans deemed made or issued pursuant to this Section 2.01(b) shall be deemed made on a cashless basis without any actual funding. Upon the effectiveness of this Agreement, if any, all Rolled Up Commitments of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with Lenders shall be deemed fully-funded and such Rolled Up Commitments shall be deemed to be reduced to $0 and interest shall begin to accrue on the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, full amount thereof as of such Bank at such timedate. Amounts paid or prepaid in respect of Rolled Up Term Loans may not be reborrowed. Not later than the Maturity Date, all then unpaid Rolled Up Term Loans shall be repaid in full in Dollars.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans")) to the Borrower, which Revolving Loans: (i) may shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Commitment Expiry Date, ; (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Reference Rate Loans or Eurodollar Loans, provided, provided that all Revolving Loans made as part of by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, ; (iviii) may be repaid and reborrowed in accordance with the provisions hereof and hereof; and (viv) shall not exceed for any Bank at any time outstanding of incurrence thereof and after giving effect thereto and the use of the proceeds thereof that aggregate principal amount which, when combined with added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate outstanding principal amount of all other Competitive Bid Loans then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Commercial Paper Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, Commitment of such Bank at such time. (b) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees that the Borrower may incur a loan or loans (each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") pursuant to a Competitive Bid Borrowing from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is 14 days prior to the Commitment Expiry Date, provided, that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding principal amount of Competitive Bid Loans when combined with the aggregate outstanding principal amount of all Revolving Loans then outstanding and the aggregate Commercial Paper Outstandings at such time shall not exceed the Total Commitment at such time. Within the foregoing limits and subject to the conditions set out in Section 1.04, Competitive Bid Loans may be repaid and reborrowed in accordance with the provisions hereof.

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank Lender agrees, severally agrees and not jointly to make a loan or loans (x) Australian Revolving Loans in dollars to the any Australian Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the (y) Dutch Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of applicable Borrower’s option, in dollars or euros to any Dutch Borrower and (z) U.S. Revolving Loans, at the applicable Borrower’s option, in dollars or euros to any U.S. Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower in each case at any time and from time to time on and or after the Initial Borrowing Closing Date and until the earlier of one Business Day prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at Date and the option termination of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part Commitment of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed such Lender in accordance with the provisions hereof and (v) shall not exceed for any Bank terms hereof, in an aggregate principal amount at any time outstanding that will not result in: (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment; or (ii) the sum of the total Revolving Exposures exceeding the lesser of (A) the total Revolving Commitments and (B) the Aggregate Borrowing Base then in effect. (b) Within the limits set forth in clause (a) above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. (c) The Administrative Agent shall not, without the prior consent of all Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Revolving Exposure to exceed the Aggregate Borrowing Base or (ii) be made when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of the Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent deems it necessary or advisable in its discretion to do so to (1) pay the premiums in respect of all required insurance policies of the Loan Parties, (2) pay property taxes and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law) against, all or any portion of the Collateral, (3) make repairs, (4) discharge Liens, (5) pay or perform any obligations of any Loan Party under any Collateral or (6) take any other action to protect or preserve the value of any Collateral, provided, that: (x) the total principal amount whichoutstanding at any time of the Overadvances to the Borrowers which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the conditions precedent have not been satisfied, when combined with shall not exceed the amount equal to 10% of the Revolving Commitments and shall not cause the total Revolving Exposure to exceed the Revolving Commitments of all of the Lenders; (Iy) without the consent of all Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding; and (iii) the aggregate principal Administrative Agent shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of all other then outstanding Revolving Loans made by its Pro Rata Percentage of any such Bank and (II) such Bank's RL PercentageOveradvance provided, if any, of that the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid Administrative Agent is acting in accordance with the proceeds of, and simultaneously with the incurrence terms of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timethis Section 2.01(c).

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally Revolving Lender agrees to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, Borrower from time to time during the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the total 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. (b) Subject to the terms and conditions set forth herein, each loan under the Term Loan Facility Lender agrees to make Term Loans (each, a "Term Loan" and, collectively, the "other than New Term Loans") to the Borrower in two (2) Borrowings as follows: (i) the first Borrowing shall be incurred made on the Closing Date in the principal amount requested by the Borrower in accordance with Section 2.3 (not to exceed such Lender’s Term Loan Commitment) and (ii) the second Borrowing shall be made on a single the date occurring on or (that is after the Effective Closing Date and on or prior before the Term Loan Commitment Expiry Date) and in the principal amount requested by the Borrower in accordance with Section 2.3 (in an amount not to ▇▇▇▇▇ ▇, ▇▇▇▇, exceed (▇▇A) shall be denominated in U.S. Dollars, such Lender’s Term Loan Commitment minus (iiiB) except as hereinafter provided, may, at the option principal amount of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loan made by such Term Loan Lender on the Closing Date). The aggregate initial principal amount of the Term Loans made hereunder shall not exceed $300,000,000. The Term Loan Commitments of the Lenders to make the Term Loan (other than the New Term Loan Commitments, which shall be governed by Section 2.4) shall expire on the earliest of (a) the date specified in Section 4.1 in the event that the conditions set forth in Section 4.1 are not satisfied (or waived pursuant to Section 9.2) at or prior to 3:00 p.m. New York City time on such date, (b) the same Borrowing shall, unless otherwise specifically provided herein, consist entirely date of the Borrowings of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that in an aggregate principal amount which equals equal to the aggregate Term Loan Commitments, or (c) June 30, 2012 (the “Term Loan Commitment Expiry Date”). Any portion of the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans that is repaid may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank Lender severally agrees to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, Borrower from time to time in dollars during the extent Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: Borrowing pursuant to Section 2.10) in (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to such ▇▇▇▇▇ ▇, ▇’s Revolving Credit Exposure exceeding such ▇▇▇▇, (▇▇’s Revolving Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the total 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. (i) Pursuant to the Existing Credit Agreement, the Initial Term Loan Lenders and the Additional Term Loan Lenders (each as defined therein) thereunder have made term loans to the Borrower and such loans remain outstanding on the Effective Date in the aggregate principal amount of $225,000,000 (the “Initial Term Loans”). Such Initial Term Loans shall continue to be outstanding under this Agreement. On the Effective Date, subject to the terms and conditions set forth herein, the Initial Term Loans shall be denominated reallocated to the Lenders in U.S. Dollarsaccordance with their Initial Term Loan Commitments as set forth in Schedule 2.01A attached hereto in accordance with Section 9.20. (ii) Subject to the terms and conditions set forth herein, each Additional Term Loan Lender severally and not jointly agrees to make additional term loans (the “Additional Term Loans”) to the Borrower in dollars during the Additional Term Loan Commitment Period in up to two (2) separate Borrowings as requested by the Borrower in accordance with Section 2.03, so long as (x) each Additional Term Loan Borrowing shall be in a minimum amount of at least $25,000,000 (or a lesser amount equal to the remaining aggregate Unfunded Additional Term Loan Commitments) and (y) any such requested amount does not result in (i) the principal amount of the Additional Term Loans made by such Lender exceeding its Unfunded Additional Term Loan Commitment (as in effect prior to such Borrowing), and (ii) the aggregate principal amount of all Additional Term Loans made by the Lenders exceeding the total aggregate Unfunded Additional Term Loan Commitments (as in effect prior to such Borrowing). All Unfunded Additional Term Loan Commitments of the Lenders to make the Additional Term Loans shall expire on the Additional Term Loan Commitment Expiry Date. (iii) except as hereinafter provided, may, at the option Amounts repaid or prepaid in respect of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (A) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth belowherein and in Amendment No. 3: (a) each loan Each Converting Term Lender severally agrees that its Converting Term Loans are hereby converted to a like principal amount of Initial Term Loans on the Restatement Effective Date. All Converting Term Loans will have the Types and Interest Periods specified in the Notice of Borrowing delivered in connection therewith. All accrued and unpaid interest on the Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under the Section 2.11 shall be payable in connection with such conversion. (b) Each Additional Initial Term Lender severally agrees to make an Additional Initial Term Loan Facility (eachto the Borrower on the Restatement Effective Date in the principal amount equal to its Additional Initial Term Commitment on the Restatement Effective Date. The Borrower shall prepay the aggregate principal amount of the Non-Converting Term Loans with the aggregate gross proceeds of the Additional Initial Term Loans, a "concurrently with the receipt thereof. All accrued and unpaid interest on the Non-Converting Term Loan" andLoans to, collectivelybut not including, the "Restatement Effective Date shall be paid on the Restatement Effective Date, and the Borrower will make any payments required under Section 2.11 with respect to the Non-Converting Term Loans"Loans in accordance therewith. (c) Such Initial Term Loans (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, may at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Loans, provided, ; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed for any Bank at in the time of incurrence thereof that aggregate principal amount which equals the Total Initial Term Loan Commitment, if any, of such Bank at such timeCommitments. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after On the Initial Borrowing Date and prior to the Revolving Term Loan Maturity Date, (ii) all then unpaid Initial Term Loans shall be denominated repaid in U.S. full in Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time.

Commitments. (Aa) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank Lender: (i) severally agrees to make a loan or loans Revolving Loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower 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 Revolving Loans at any time outstanding not to exceed the amount of such Lender's Revolving Credit Commitment; (ii) agrees to make a Term Loan A to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan A Commitment; and (iii) agrees to make a Term Loan B to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan B Commitment. (b) Notwithstanding the foregoing, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower of (i) the difference between (A) the Total Revolving Credit Commitment and (B) the aggregate Letter of Credit Obligations and (ii) the difference between (A) the then current Borrowing Base and (B) the aggregate Letter of Credit Obligations. The Revolving Credit Commitment of each 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 Initial Borrowing Effective Date and prior to the Revolving Loan Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (iic) shall be denominated in U.S. Dollars, Notwithstanding the foregoing (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (Ii) the aggregate principal amount of all other then outstanding Revolving the Term Loans A made by such Bank on the Effective Date shall not exceed the Total Term Loan A Commitment and (IIii) such Bank's RL Percentage, if any, the aggregate principal amount of the Letter Term Loans B made on the Effective Date shall not exceed the lesser of Credit Outstandings (exclusive A) Total Term Loan B Commitment and (B) the outstanding principal amount of Unpaid Drawings the Purchased Debt on the Effective Date. Any principal amount of a Term Loan which are is repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeor prepaid may not be reborrowed.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having a Term Loan Commitment severally agrees to make a loan or loans Term Loan on the Closing Date to the Borrower, which loans Term Loans shall be drawn, to the extent not exceed for any such Bank has a commitment under such Facility, under Lender the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Commitment of such Lender. Such Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Loans (i) shall be incurred by made on the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇Closing Date, (▇▇ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Term Loans, provided, ; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed for any Bank at in the time aggregate the total of incurrence thereof that aggregate principal amount which equals all Term Loan Commitments. On the Term Loan CommitmentMaturity Date, if any, of such Bank at such time. Once repaid, all Original Term Loans may not shall be reborrowedrepaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrower, which Revolving Credit Loans (A) shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date; provided that Revolving Credit Loans may be made on the Closing Date in an amount not to exceed $48,000,000, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Revolving Credit Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (vE) shall not exceed for any Bank not, after giving effect thereto and to the application of the proceeds thereof, result at any time outstanding that aggregate principal amount which, when combined with (I) in the aggregate principal amount of all other the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then outstanding Revolving Loans made in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Bank Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (IIB) in exercising such Bank's RL Percentageoption, if any, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Letter Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Outstandings (exclusive of Unpaid Drawings which are Loans were repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals in full. On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full, except to the extent set forth in any applicable Incremental Amendment, Refinancing Amendment or Loan Commitment, if any, of such Bank at such timeModification Agreement with respect to any Other Revolving Credit Loans.

Commitments. (A) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under From and including the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.1, 4.2 and 4.3, as applicable, each Revolving Loan Maturity DateLender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to (i) make Revolving Loans to the Borrowers in Agreed Currencies and (ii) participate in Facility LCs issued upon the request of the Borrowers in Agreed Currencies, from time to time in amounts not to exceed in the aggregate at any one time outstanding the Dollar Amount of its Revolving Pro Rata Share of the Available Aggregate Revolving Commitment; provided that (i) at no time shall the Aggregate Outstanding Revolving Credit Exposure hereunder exceed the Aggregate Revolving Commitment, (ii) at no time shall be the aggregate outstanding Dollar Amount of all Eurocurrency Advances denominated in U.S. Dollarsan Agreed Currency other than Dollars exceed the Foreign Currency Sublimit, and (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base all Floating Rate Loans or Eurodollar Loans, provided, that all Revolving Loans shall be made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof Dollars and (vb) shall each Term Lender with a Term Loan Commitment (severally and not exceed for any Bank jointly) agrees to make a Term Loan to ABL in Dollars not more than four (4) times at any time outstanding that during the Term Loan Availability Period in an aggregate principal amount which, when combined with that will not result in (Ii) the aggregate principal amount of Term Loans made by such Term Lender exceeding such Term Lender’s Term Loan Commitment or (ii) the aggregate principal amount of all other then outstanding Revolving Term Loans made by such Bank the Term Lenders exceeding the aggregate of all Term Loan Commitments. Subject to the terms of this Agreement, the Borrowers may borrow, repay and (II) such Bank's RL Percentage, if any, reborrow Revolving Loans at any time prior to the Facility Termination Date. The Revolving Commitments to lend hereunder shall expire automatically on the Facility Termination Date. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The LC Issuers will issue Facility LCs hereunder on the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, terms and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeconditions set forth in Section 2.21.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth in this Agreement, each Bank severally Lender having a Term Loan Commitment, severally, but not jointly, agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has (each a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "“Term Loan" ” and, collectively, the "“Term Loans"”) in Dollars to the Borrower (x) on the Closing Date, which Term Loans shall equal the amount requested by the Borrower, not to exceed (i) for any such Lender, the Available Term Loan Commitment of such Lender, and (ii) in the aggregate, the Available Term Loan Commitment, and (y) on the Full Availability Date, which Term Loans shall be incurred equal the amount requested by the Borrower on a single date occurring on or after Borrower, not to exceed (i) for any such Lender, the Effective Date Available Term Loan Commitment of such Lender, and on or prior to ▇▇▇▇▇ ▇(ii) in the aggregate, ▇▇▇▇, the Available Term Loan Commitment. (▇▇i) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, The Term Loans may, at the option of the Borrower, be incurred and incurred, maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar Loans, provided, LIBOR Loans in accordance with Section 2.6; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such timeType. Once repaid, The Term Loans may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. (ii) All Term Loans funded on the Full Availability Date will be of the same Type and, in the case of LIBOR Loans, have the same Interest Periods and LIBOR Rate as all other LIBOR Term Loans then outstanding (on a ratable basis if there is more than one Borrowing of Term Loans then outstanding); provided that the initial Interest Period of any such LIBOR Term Loans funded on the Full Availability Date shall commence on the Full Availability Date and shall end on the last day of the then-current Interest Period for all other LIBOR Term Loans then outstanding (on a ratable basis if there is more than one Borrowing of other LIBOR Term Loans then outstanding). (b) Each Subject to and upon the terms and conditions herein set forth, each Lender having a Delayed-Draw Term Loan Commitment severally, but not jointly, agrees to make a loan under the Revolving Loan Facility or loans (each, each a "Revolving “Delayed-Draw Term Loan" ” and, collectively, the "Revolving “Delayed-Draw Term Loans")”) in Dollars to the Borrower. (i) may Such Delayed-Draw Term Loans (A) shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to Delayed-Draw Termination Date, but only if the Borrower shall have theretofore issued and delivered the RCT Carve Out Support Rejection Notice pursuant to Section 4.4, (B) shall equal the amount requested by the Borrower, not to exceed, for any such Lender, the Available Delayed-Draw Term Loan Commitment of such Lender, (C) shall equal the amount requested by the Borrower, not to exceed, in the aggregate, the Total-Delayed Draw Term Loan Commitment and (D) may, at the option of the Borrower, be maintained as, and/or converted into, ABR Loans or LIBOR Loans in accordance with Section 2.6; provided that all such Delayed Draw Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Delayed Draw Term Loans of the same Type. The Delayed-Draw Term Loans may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. (ii) Notwithstanding anything to the contrary herein, immediately after any Delayed-Draw Term Loans are funded pursuant to this Section 2.1(b), such Loans will automatically be deemed to constitute Term Loans, and to not constitute Delayed-Draw Term Loans, for all purposes of this Credit Agreement and the other Credit Documents (except for purposes of the definitions of “Available Delayed-Draw Term Loan Commitment” and “Available Term Loan Commitment”). Without limitation of the foregoing, all such Loans (x) will have the same terms, be part of the same Class and be assigned the same CUSIP as all other Term Loans and (y) be of the same Type and, in the case of LIBOR Loans, have the same Interest Periods and LIBOR Rate as all other LIBOR Term Loans then outstanding (on a ratable basis if there is more than one Borrowing of Term Loans then outstanding); provided that the initial Interest Period of any such LIBOR Loans shall commence on the date such Loans are made and shall end on the last day of the then-current Interest Period for all other LIBOR Term Loans then outstanding (on a ratable basis if there is more than one Borrowing of other LIBOR Term Loans then outstanding). (c) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Loan Maturity Credit Commitment severally, but not jointly, agrees to make a loan or loans (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) in Dollars to the Borrower; provided that prior to the Full Availability Date, the aggregate principal amount of the Lenders’ Revolving Credit Exposures shall not exceed the Interim Availability Amount. Such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to Revolving Credit Termination Date, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (vD) shall not exceed not, for any Bank Lender at any time outstanding that aggregate principal amount whichwith respect to any Class of Revolving Credit Loan, when combined after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure with respect to such Class at such time exceeding such Lender’s Revolving Credit Commitment with respect to such Class at such time and (IE) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate principal amount of all other the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then outstanding Revolving Loans made in effect. (d) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Bank Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (IIB) in exercising such Bank's RL Percentageoption, if any, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Letter of Credit Outstandings (exclusive of Unpaid Drawings Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which are repaid with it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, event of such Bank at such timerequest for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).

Commitments. (Aa) (1) Subject to and upon the terms and conditions herein set forthforth herein, each Bank Lender with a U.S. Facility Commitment severally agrees to make a loan or loans to the Borrowermake, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and or after the Initial Borrowing Closing Date and prior to the Tranche A Termination Date (in the case of Tranche A Loans) or the Tranche B Termination Date (in the case of Tranche B Loans), a Revolving Credit Loan Maturity Dateor Revolving Credit Loans to the U.S. Borrowers (on a joint and several basis as between the U.S. Borrowers) (each a “U.S. Facility Revolving Credit Loan” and, collectively, the “U.S. Facility Revolving Credit Loans”), which U.S. Facility Revolving Credit Loans: (iii) shall be denominated in U.S. Dollars, Dollars or in a Designated Foreign Currency; (iiiii) except as hereinafter provided, mayshall, at the option of the BorrowerU.S. Borrowers, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Eurocurrency Loans, providedprovided that except as otherwise specifically provided in Section 4.9 and Section 4.10, that all U.S. Facility Revolving Credit Loans made as part of comprising the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans shall at all times be of the same Type, ; (iviii) may be repaid and reborrowed in accordance with the provisions hereof hereof; (iv) shall not be made (and shall not be required to be made) by any U.S. Facility Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual U.S. Facility Lender Exposure of such U.S. Facility Lender to exceed the amount of its U.S. Facility Commitment at such time; (v) shall not be made (and shall not be required to be made) by any U.S. Facility Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Aggregate U.S. Facility Lender Exposure to exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with the Total U.S. Facility Commitment as then in effect or (y) the Aggregate U.S. Facility Lender Exposure to exceed the difference of (I) the aggregate principal amount of all other then outstanding Revolving Loans made by U.S. Borrowing Base at such Bank and time (based on the Borrowing Base Certificate last delivered) minus (II) such Bank's RL Percentage, if any, the excess of the Letter unpaid balance of Extensions of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with to, or for the proceeds account of, the Canadian Borrowers over the Canadian Borrowing Base; and (vi) shall not be made (and simultaneously with shall not be required to be made) by any U.S. Facility Lender to the incurrence of extent any such U.S. Facility Revolving Loans) at such timeCredit Loans to be made on any date, equals individually or in the Revolving aggregate, exceed the then Available U.S. Facility Loan Commitment, if any, of such Bank at such timeCommitments.

Commitments. (A) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: herein and in the DIP Orders, (a) each loan under Revolver A Lender severally (and not jointly) agrees (x) in the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans"case of each Lender identified on Schedule 2.01(B) (i) shall be incurred by the Borrower that such Lender is providing Revolver A Commitments hereunder on a single date occurring on or after the Effective Date in exchange for its Existing RBL LC Exposure, and such Existing RBL LC Exposure being deemed satisfied, in full in the amount set forth on or prior Schedule 2.01(B) and (y) to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate make Revolver A Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after during the Initial Borrowing Date and Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolver A Credit Exposure exceeding such Lender’s Revolver A Commitment (which in the case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender’s Revolving A Commitment referred to in the preceding clause (x)) or (ii) the Aggregate Credit Exposure exceeding the Commitment (which in the case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender’s Revolving A Commitment referred to in the preceding clause (x)) or (iii) the Aggregate Revolver A Credit Exposure exceeding, prior to the date of entry of the Final DIP Order, $55,400,000 and (b) each Revolver B Lender severally (and not jointly) agrees (x) in the case of each Lender identified on Schedule 2.01(B) that such Lender (A) shall be deemed to have made a Revolver B Loan to the Borrower on the Effective Date in exchange for its Existing RBL Loan, and such Existing RBL Loan shall be deemed satisfied, in the amount set forth on Schedule 2.01(B) and (B) thereafter shall make Revolver B Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolver B Credit Exposure exceeding such Lender’s Revolver B Commitment (which in the case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender’s Revolving Loan Maturity Date, B Commitment referred to in the preceding clause (x)) or (ii) the Aggregate Credit Exposure exceeding the Commitment (which in the case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender’s Revolving B Commitment referred to in the preceding clause (x)). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Loans. On the Effective Date, Revolver A Loans shall be denominated made in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that an aggregate principal amount which, when combined with not to exceed $31,406,029.50 and Revolver B Loans shall be made (Iincluding such Revolver B Loans deemed made pursuant to this Section) the in an aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeequal to $125,000,000.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank Lender with a Revolving Facility Commitment severally agrees to make a loan or loans to the Borrowermake, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and or after the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity Termination Date, a Revolving Credit Loan or Revolving Credit Loans to each Borrower, as applicable, (iieach a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”), which Revolving Credit Loans: (i) shall be denominated in U.S. Dollars, ; (iiiii) except as hereinafter provided, mayshall, at the option of the BorrowerBorrowers, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Eurocurrency Loans, providedprovided that, that except as otherwise specifically provided in subsection 4.9 and subsection 4.10, all Revolving Credit Loans made as part of comprising the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans shall at all times be of the same Type, ; (iviii) may be repaid and reborrowed in accordance with the provisions hereof hereof; (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Revolving Facility Commitment at such time; (v) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure outstanding to both Borrowers to exceed the Total Revolving Facility Commitment as then in effect. (b) Revolving Credit Loans shall not be made to (i) the Parent Borrower to the extent the incurrence thereof would cause the Aggregate Lender Exposure outstanding to Parent Borrower to exceed the Domestic Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), or (ii) Puerto Ricancars to the extent the incurrence thereof would cause the Aggregate Lender Exposure outstanding to Puerto Ricancars to exceed the PRUSVI Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (c) Notwithstanding anything to the contrary in subsection 2.1(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, affecting the Domestic Borrowing Base, the PRUSVI Borrowing Base or the Total Borrowing Base, as the Administrative Agent, in its Permitted Discretion shall deem necessary or appropriate, against the Domestic Borrowing Base, PRUSVI Borrowing Base and Total Borrowing Base, including reserves with respect to (i) sums that the respective Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the respective Borrowers or, without duplication, their respective Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Facility Assets, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such Facility Asset; provided that the Administrative Agent shall have provided the applicable Borrower at least ten Business Days’ prior written notice of any Bank at such establishment; and provided, further, that the Administrative Agent may only establish an Availability Reserve after the date hereof based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to such Agent as of the Closing Date. The amount of any time outstanding Availability Reserve established by such Agent shall have a reasonable relationship to the event, condition or other matter that aggregate is the basis for the Availability Reserve. Upon delivery of such notice, such Agent shall be available to discuss the proposed Availability Reserve, and the applicable Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Agent to establish such Availability Reserve, unless such Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts”, “Eligible Vehicles” and vice versa, or reserves or criteria deducted in computing the net book value of “Eligible Vehicles”. (d) Each Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Credit Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount which(each, when combined with (I) as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Credit Note”), payable to such Lender and in a principal amount equal to the aggregate unpaid principal amount of all other then outstanding Revolving Credit Loans made by such Bank Revolving Credit Lender to such Borrower. Each Revolving Credit Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (IIiii) such Bank's RL Percentageprovide for the payment of interest in accordance with subsection 4.1. (e) Notwithstanding anything to the contrary contained herein, if any, the parties acknowledge and agree that (i) the Parent Borrower shall not be jointly or jointly and severally liable with Puerto Ricancars for any liabilities or obligations of Puerto Ricancars hereunder and (ii) Puerto Ricancars shall not be jointly or jointly and severally liable with the Parent Borrower for any liabilities or obligations of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeParent Borrower hereunder.

Commitments. (A) Subject to and upon the terms and conditions herein set forthforth herein, each Bank severally agrees agrees, (i) in the case of any Borrowing under the Revolving Portion at any time and from time to time on and after the Closing Date and prior to the Revolving Loan Commitment Termination Date, (ii) in the case of any Borrowings under the Acquisition Portion from time to time on and after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date in connection with Permitted Business Acquisitions, and (iii) in the case of any Borrowing under the Supplemental Portion from time to time on and after the Closing Date and prior to the Supplemental Revolving Loan Commitment Termination Date in connection with working capital needs of the Borrower or prior to the Supplemental Term Loan Commitment Termination Date in connection with Permitted Business Acquisitions, as the case may be, to make a loan or loans Loans to the Borrower, as specified below, which loans Loans shall be drawn, to the extent such Bank has a commitment under such Facility, drawn under the Term Loan Facility (including the Revolving Portion, the Acquisition Portion and the Revolving Loan FacilitySupplemental Portion thereof), as set forth below: (a) each loan Loans under the Term Revolving Portion of the Loan Facility (each, each a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving LoansREVOLVING LOAN") (i) may shall be incurred by made to the Borrower at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity Commitment Termination Date, ; (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, mayshall initially be made as Base Rate Loans until 30 days after the Closing Date or such earlier time as (x) Indosuez shall have completed any intended syndication of its interest in the Loans (as to which the Administrative Agent shall promptly notify the Borrower) or (y) is otherwise assented to by the Administrative Agent, and thereafter, at the Borrower's option of and subject to the Borrowerterms hereof, may be incurred and maintained as, and/or converted into, Base Rate Loans or Reserve Adjusted Eurodollar Loans; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary set forth above, in the event that the Administrative Agent shall not have notified the Borrower that it has completed any intended syndication as of the date on which the Borrower becomes entitled to elect Reserve Adjusted Eurodollar Loans, providedthen for a further period of one month (or such longer period as the Administrative Agent and the Borrower agree), the Borrower shall only be entitled to elect Reserve Adjusted Eurodollar Loans which have an Interest Period which terminates on or before the end of such one-month period; and PROVIDED, FURTHER, that all Revolving Loans made as part by each Bank shall, unless otherwise specifically provided herein, (A) consist entirely of Loans of the same Type; (B) may be repaid and reborrowed in accordance with the provisions hereof; and (C) shall not exceed for any Bank at any time outstanding the Revolving Loan Commitment of such Bank at such time; and PROVIDED, FURTHER, that all Revolving Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist not be made pursuant to a particular Notice of Revolving Loans Borrowing if (A) the sum of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (Ix) the aggregate principal amount of Revolving Loans then outstanding, after giving effect to the Revolving Loan requested by the relevant Notice of Borrowing, (y) the aggregate principal amount of Supplemental Revolving Loans then outstanding and (z) the then outstanding Letters of Credit Usage, related to either the Revolving Portion or the Supplemental Portion of the Loan Facility, would exceed the Borrowing Base as then calculated pursuant to Section 6.01(m) or (B) 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, and (y) the then outstanding Letters of Credit Usage related to the Revolving Portion of the Credit Facility, would exceed the Total Revolving Loan Commitment. (b) Loans under the Acquisition Portion of the Loan Facility (together with the Outstanding Acquisition Term Loans, each an "ACQUISITION TERM LOAN") shall be made to the Borrower from time to time on or after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date (the date of each Borrowing of an Acquisition Term Loan an "ACQUISITION TERM LOAN CLOSING DATE") to effect Permitted Business Acquisitions; PROVIDED, HOWEVER, if the Borrower shall have executed a letter of intent with respect to a Permitted Business Acquisition prior to the Acquisition Term Loan Commitment Termination Date, the Acquisition Term Loan Commitment shall remain available to finance such proposed Permitted Business Acquisition until the earlier of (i) the expiration of such letter of intent by its terms, and (ii) ninety days after the Acquisition Term Loan Commitment Termination Date. Acquisition Term Loans (i) except as hereinafter provided, shall initially be made as Base Rate Loans until 30 days after the Closing Date, with respect to the Acquisition Term Loans made as of the Closing Date, and until 30 days after the applicable Acquisition Term Loan Closing Date in all other case, or, in each case, such earlier time as (x) Indosuez shall have completed any intended syndication of its interest in the Acquisition Term Loan made on such date (as to which the Administrative Agent shall promptly notify the Borrower) or (y) is otherwise assented to by the Administrative Agent, and thereafter, at the Borrower's option and subject to the terms hereof, may be Base Rate Loans or Reserve Adjusted Eurodollar Loans; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary set forth above, in the event that the Administrative Agent shall not have notified the Borrower that it has completed any intended syndication as of the date on which the Borrower becomes entitled to elect Reserve Adjusted Eurodollar Loans, then outstanding Revolving for a further period of one month (or such longer period as the Administrative Agent and the Borrower agree), the Borrower shall only be entitled to elect Reserve Adjusted Eurodollar Loans which have an Interest Period which terminates on or before the end of such one-month period; and PROVIDED, FURTHER, that all Acquisition Term Loans made by each Bank shall, unless otherwise specifically provided herein, (i) consist entirely of Loans of the same Type; and (ii) shall not exceed for such Bank and (II) such Bank's RL Percentage, if any, of at any time outstanding the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Acquisition Term Loan Commitment, if any, Commitment of such Bank at such time; and PROVIDED, FURTHER, that all Acquisition Term Loans made by all Banks pursuant to the same Borrowing, shall unless otherwise specifically provided herein, not be made pursuant to a particular Notice of Borrowing if the aggregate principal amount of Acquisition Term Loans then outstanding, after giving effect to the Acquisition Term Loan requested by the relevant Notice of Borrowing, would exceed the Total Acquisition Term Loan Commitment. (c) Loans under the Supplemental Portion of the Loan Facility may be made as either term loans (together with the outstanding Supplemental Term Loans, each a

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, forth each Bank Revolving Credit Lender severally agrees to make a loan or loans Revolving Credit Loans denominated in Dollars to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility Borrower from its applicable lending office (each, a "Term “Revolving Credit Loan" and”) in an aggregate principal amount that shall not, collectivelyafter giving effect thereto and to the application of the proceeds thereof, the "Term Loans") result in (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit ▇▇▇▇▇ ▇, ▇▇▇▇’s Revolving Credit Commitment and (ii) the aggregate Revolving Credit Exposures exceeding the Maximum Borrowing Amount (subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.16), provided that any of the foregoing such Revolving Credit Loans (▇▇A) shall be denominated in U.S. Dollarsmade at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Credit Maturity Date, (iiiB) except as hereinafter provided, may, at the option of the Borrower, Borrower be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar Term Benchmark Loans that are Revolving Credit Loans (and for the avoidance of doubt, subject to Section 2.14, may not be incurred, maintained, or converted into RFR Loans, provided, ); provided that all Term Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Revolving Credit Loans of the same Type Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (ivE) shall not exceed for not, after giving effect thereto and to the application of the proceeds thereof, result at any Bank at time in the time aggregate amount of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank Revolving Credit Lenders’ Revolving Credit Exposures at such time. Once repaid, Term time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans may not be reborrowedat such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (b) Each loan under Subject to and upon the Revolving Loan Facility (each, a "Revolving Loan" and, collectivelyterms and conditions herein set forth, the "Revolving Loans") (i) may be incurred Swingline Lender is authorized by the Borrower Lenders to, and may, in its sole discretion, at any time and from time to time on and after the Initial Borrowing Restatement Effective Date and prior to the Revolving Loan Swingline Maturity Date, make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower (provided that the Swingline Lender shall not be obligated to make any Swingline Loan), which Swingline Loans (i) shall be ABR Loans, (ii) shall be denominated in U.S. Dollarshave the benefit of the provisions of Section 2.1(c), (iii) except as hereinafter provided, may, shall not exceed at any time outstanding the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same TypeSwingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Maximum Borrowing Amount at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(c)), in which case Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and -74- (d) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (vy) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) notwithstanding the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentageforegoing, if anya Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Letter Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Outstandings (exclusive Commitment. Upon the maturity date of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence any tranche of Revolving Loans) at such timeCredit Commitments, equals the Revolving Loan Commitmentsublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, if any, without the consent of such Bank at such timeany other Person.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having a Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term LoanTERM LOAN" and, collectively, the "Term LoansTERM LOANS") to the Borrower, which Term Loans (i) shall be incurred by made on the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇Closing Date, (▇▇ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar Term Loans, provided, PROVIDED that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and Type, (iii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed, (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals such Lender the Term Loan Commitment, if any, Commitment of such Bank at such timeLender and (v) shall not exceed in the aggregate the Total Term Loan Commitment. Once repaidOn the Term Loan Maturity Date, all Term Loans may not shall be reborrowedrepaid in full. (b) Each Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan under the Revolving Loan Facility or loans (each, each a "Revolving LoanREVOLVING CREDIT LOAN" and, collectively, the "REVOLVING CREDIT LOANS") to the Borrower, which Revolving Loans") Credit Loans (i) may shall be incurred by the Borrower made at any time and from time to time on and after the Initial Borrowing Closing Date and prior to the Revolving Loan Credit Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar Revolving Credit Loans, provided, PROVIDED that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (iviii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (viv) shall not exceed for any Bank such Lender at any time outstanding that aggregate principal amount which, when combined with added to the product of (x) such Lender's Revolving Credit Commitment Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstanding at such time AND (II) the aggregate principal amount of all other Swingline Loans then outstanding outstanding, equals the Revolving Loans made by Credit Commitment of such Bank Lender at such time and (IIv) such Bank's RL Percentageshall not, if anyafter giving effect thereto and to the application of the proceeds thereof, exceed for all Lenders at any time outstanding the aggregate principal amount that, when added to the sum of (x) the Letter of Credit Outstandings Outstanding at such time and (exclusive y) the aggregate principal amount of Unpaid Drawings all Swingline Loans then outstanding, equals the Total Revolving Credit Commitment then in effect. On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, Chase in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a "SWINGLINE LOAN" and, collectively, the "SWINGLINE LOANS") to the Borrower, which are repaid with Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds ofthereof, exceed in the aggregate at any time outstanding the principal amount that, when added to the aggregate principal amount of all Revolving Credit Loans then outstanding and simultaneously with the incurrence all Letter of Revolving Loans) Credit Outstanding at such time, equals the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, each outstanding Swingline Loan Commitment, if any, shall be repaid in full. Chase shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or Event of Default exists and is continuing until such time as Chase shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Bank at Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, Chase may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case a Borrowing of Revolving Credit Loans constituting ABR Loans (each such timeBorrowing, a "MANDATORY BORROWING") shall be made on the immediately succeeding Business Day by all Lenders PRO RATA based on each Lender's Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to Chase to repay Chase for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by Chase notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of Chase, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees that it shall forthwith purchase from Chase (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, PROVIDED that all principal and interest payable on such Swingline Loans shall be for the account of Chase until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.

Commitments. (Aa) Subject to and upon the terms and conditions set forth herein, each Existing Tranche A Term Loan Bank severally agrees to continue, on the Second Restatement Effective Date, the Existing Tranche A Term Loans made by such Existing Tranche A Term Loan Bank to the Borrower pursuant to the Original Credit Agreement and the First Amended and Restated Credit Agreement and outstanding on the Second Restatement Effective Date (immediately prior to giving effect thereto) (such Existing Tranche A Term Loans continued as provided above, the "Tranche A Term Loans"), which Tranche A Term Loans: (i) shall be denominated in U.S. Dollars; (ii) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that except as otherwise specifically provided in Section 1.10(b), all Tranche A Term Loans made as part of the same Borrowing shall at all times consist of Tranche A Term Loans of the same Type; and (iii) shall not exceed for any Existing Tranche A Term Loan Bank, in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing Tranche A Term Loans, if any, made by such Existing Tranche A Term Loan Bank and outstanding on the Second Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions herein set forth, each RL Bank severally agrees agrees, at any time and from time to time on and after the Original Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans")) to the Borrower, which Revolving Loans: (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, ; (iiiii) except as hereinafter provided, mayshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, providedPROVIDED that except as otherwise specifically provided in Section 1.10(b), that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans shall at all times be of the same Type, ; (iviii) may be repaid and reborrowed in accordance with the provisions hereof and hereof; (viv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment, if any, Commitment of such Bank at such time; and (v) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, exceeds an amount equal to the Total Revolving Loan Commitment then in effect. On and immediately after the occurrence of the Second Restatement Effective Date, the Revolving Loan Commitment of each RL Bank shall be the amount set forth opposite such RL Bank's name in Schedule I hereto directly below the column entitled "Revolving Loan Commitment" (as same may be (x) reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of assignments to or from such RL Bank pursuant to Section 1.13 or 13.04(b)), such that the Total Revolving Loan Commitment (as of the Second Restatement Effective Date) shall represent an increase of $5,000,000 over the Total Revolving Loan Commitment as in effect immediately before the occurrence of the Second Restatement Effective Date. In connection with such increase, the Borrower shall repay in full all Revolving Loans outstanding immediately prior to the Second Restatement Effective Date (although Revolving Loans may be incurred hereunder on the Second Restatement Effective Date in accordance with the provisions hereof, so that the ▇▇ ▇▇▇▇▇ participate in each Borrowing of outstanding Revolving Loans PRO RATA on the basis of their Revolving Loan Commitments (as in effect on the Second Restatement Effective Date) as provided herein), it being understood and agreed that the Borrower shall pay all breakage or similar costs of the type described in Section 1.11 incurred by the ▇▇ ▇▇▇▇▇ in connection with any repayment or reborrowing of Revolving Loans. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans: (i) shall be denominated in U.S. Dollars; (ii) shall be made and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) all Revolving Loans made by Non-Defaulting Banks then outstanding and (y) the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any changes thereto on such date); and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all ▇▇ ▇▇▇▇▇ PRO RATA based on each RL Bank's Adjusted RL Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each RL Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RL Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the ▇▇ ▇▇▇▇▇ to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the RL Bank purchasing same from and after such date of purchase and (y) at the time any purchase of assignments pursuant to this sentence is actually made, the purchasing RL Bank shall be required to pay BTCo interest on the principal amount of assignment purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such assignment, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) Subject to and upon the terms and conditions set forth herein, each Existing Tranche B Term Loan Bank severally agrees to continue, on the Second Restatement Effective Date, the Existing Tranche B Term Loans made by such Existing Tranche B Term Loan Bank to the Borrower pursuant to the First Amended and Restated Credit Agreement and outstanding on the Second Restatement Effective Date (immediately prior to giving effect thereto) (such Existing Tranche B Term Loans continued as provided above, the "Tranche B Term Loans"), which Tranche B Term Loans: (i) shall be denominated in U.S. Dollars; (ii) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type; and (iii) shall not exceed for any Existing Tranche B Term Loan Bank, in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing Tranche B Term Loans, if any, made by such Existing Tranche B Term Loan Bank and outstanding on the Second Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (f) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche C Term Loan Commitment severally agrees to make a term loan or term loans (each, a "Tranche C Term Loan" and, collectively, the "Tranche C Term Loans") to the Borrower, which Tranche C Term Loans: (i) shall be incurred pursuant to one or more drawings, with (x) the first such drawing to be made on the Second Restatement Effective Date for the purposes described in Section 7.05(a)(i), (y) the last such drawing to be made on the ASHS Acquisition Date for the purposes described in Section 7.05(a)(ii) and (z) any other such drawing to be made after the Second Restatement Effective Date and prior to the ASHS Acquisition Date for the purposes described in Section 7.05(a)(iii); (ii) shall be denominated in U.S. Dollars; (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that (x) except as otherwise specifically provided in Section 1.10(b), all Tranche C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same Type and (y) unless the Agents have determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Tranche C Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Second Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on, or within five Business Days after, the Second Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing; (iv) shall not exceed for any Bank, in initial principal amount for the Tranche C Term Loans being made by such Bank on the Second Restatement Effective Date, that amount which equals the lesser of (x) such Bank's C TL Percentage of $55,000,000 or (y) the Tranche C Term Loan Commitment of such Bank as in effect on the Second Restatement Effective Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)); and (v) shall not exceed for any Bank, in initial principal amount for the Tranche C Term Loans being made by such Bank on any Tranche C Term Loan Borrowing Date occurring after the Second Restatement Effective Date, that amount which equals the Tranche C Term Loan Commitment of such Bank as in effect on such Tranche C Term Loan Borrowing Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthhereof, each Bank Lender severally agrees to make a loan or revolving loans (the "LOANS") to Borrower from time to time during the BorrowerCommitment Period in an aggregate principal amount not to exceed at any one time outstanding the amount of that Lender's Commitment reduced by an amount equal to that Lender's Participating Interests in Letters of Credit then outstanding; PROVIDED, which loans shall be drawnTHAT, to the extent such Bank has a commitment under such Facilityno Lender will make Loans if, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectivelyafter giving effect thereto, the "Term Loans") Outstanding Obligations would exceed the lesser of (i) shall be incurred the Total Commitment or (ii) the Borrowing Base then in effect. During the Commitment Period, Borrower may use the Commitments by borrowing, prepaying the Borrower on a single date occurring on Loans in whole or after in part, and reborrowing all in accordance with the Effective Date terms and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowedconditions hereof. (b) The Loans may be outstanding as ABR Loans or Eurodollar Loans or a combination thereof, as determined by Borrower and notified to Administrative Agent in accordance with SECTIONS 2.02 and 2.07; PROVIDED, THAT, no Loan shall be made as a Eurodollar Loan after the day that is one month before the Termination Date. Each loan under type of Loan shall be made and maintained at each Lender's Lending Office for that type of Loan. The failure of any Lender to make any requested Loan to be made by it on the Revolving Borrowing Date specified for that Loan Facility shall not relieve the other Lenders of their obligation (eachif any) to make Loans on that date, a "Revolving Loan" and, collectively, but no Lender shall be responsible for the "Revolving Loans") failure of the other Lenders to make Loans to be made by the other Lender. Each Borrowing shall (i) be in a minimum principal amount of $1,000,000 or any larger integral multiple of $100,000 (except that any ABR Loan may be incurred by in the Borrower at any time amount of the unused portion of the Total Commitment) and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed from each Lender ratably in accordance with its respective Commitment Percentage. Notwithstanding any provision of this Agreement or the provisions hereof Loan Documents to the contrary, on the Closing Date and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount continuously until repayment in full of all other then Loans or the termination of this Agreement, whichever occurs first, there shall be and remain outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentageof not less than $1,000, if any, the balance of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timemay not be prepaid.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthhereof, each Bank Lender severally agrees to make a loan or revolving credit loans (“Loans”) to the BorrowerBorrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, which loans when added to such Lender’s Applicable Percentage of the LC Obligations then outstanding does not exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any borrowing of a Loan, the Aggregate Outstanding Credit shall be drawn, not exceed an amount equal to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") lesser of (i) shall the Borrowing Base, or (ii) the Total Commitments then in effect. During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be incurred Eurodollar Loans or ABR Loans, as determined by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant notified to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Administrative Agent in accordance with Sections 2.03 and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed2.08. (b) Each loan The Borrower unconditionally promises to repay all outstanding Loans on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8.01). (c) The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment or increase of the amount of its existing Commitment, as applicable, in each case by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Facility Closing Date, which shall be at least forty-five (45) days after receipt by the Administrative Agent of such Increased Facility Activation Notice. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of incremental Commitments obtained pursuant to this paragraph shall not exceed $75,000,000 and (ii) no more than three (3) Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (d) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under the Revolving Loan Facility this Agreement in connection with any transaction described in Section 2.01(c) shall execute a New Lender Supplement (each, a "Revolving Loan" and“New Lender Supplement”), collectivelysubstantially in the form of Exhibit P, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the "Revolving Loans")same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (e) For the purpose of providing that the respective amounts of Loans (and Eurodollar Tranches in respect thereof) held by the Lenders are held by them on a pro rata basis according to their respective Applicable Percentages, on each Increased Facility Closing Date (i) may all outstanding Loans shall be incurred converted into a single Revolving Loan that is a Eurodollar Loan (with an Interest Period to be selected by the Borrower), and upon such conversion the Borrower at shall pay any time and from time amounts owing pursuant to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity DateSection 2.17, if any, (ii) any new borrowings of Loans on such date shall also be denominated in U.S. Dollars, part of such single Loan and (iii) except as hereinafter provided, may, at all Lenders (including the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof and (vNew Lenders) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, hold a portion of such Bank at single Loan equal to its Applicable Percentage thereof and any fundings on such timedate shall be made in such a manner so as to achieve the foregoing.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forthforth herein, each Bank Lender severally agrees to make a loan or loans to the Borrowermake, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and or after the Initial Borrowing Restatement Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (iieach, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in U.S. Dollars, (iiiii) except as hereinafter provided, mayshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, providedprovided that except as otherwise specifically provided in Section 2.10(b), that all Revolving Loans made as part of comprising the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans shall at all times be of the same Type, (iviii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (viv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when combined with added to the product of (x) such Lender’s Percentage and (y) the sum of (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment, if any, Commitment of such Bank Lender at such time and (v) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time.

Commitments. (Aa) Subject to and upon the terms and conditions herein set forth, each Bank Lender having a Term Loan Commitment severally agrees to make a loan or loans Term Loan on the Closing Date to the Borrower, which loans Term Loans shall be drawn, to the extent not exceed for any such Bank has a commitment under such Facility, under Lender the Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) each loan under the Commitment of such Lender. Such Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") Loans (i) shall be incurred by made on the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇Closing Date, (▇▇ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as as, and/or converted into Base Rate into, ABR Loans or Eurodollar LIBOR Term Loans, provided, ; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed for any Bank at in the time aggregate the total of incurrence thereof that aggregate principal amount which equals all Term Loan Commitments. On the Term Loan CommitmentMaturity Date, if any, of such Bank at such time. Once repaid, all Original Term Loans may not shall be reborrowedrepaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (bc) Each loan under Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan Facility or Revolving Credit Loans to the Borrower, which Revolving Credit Loans (each, a "A) (1) that are Non-Extended Revolving Loan" and, collectively, Credit Loans shall be made by such Lender with Non-Extended Revolving Credit Commitments at any time and from time to time after the "Closing Date and prior to the Non-Extended Revolving Loans") Credit Maturity Date and (i2) may that are Fourth Amendment Revolving Credit Loans shall be incurred made by the Borrower such Lender with Fourth Amendment Revolving Credit Commitments at any time and from time to time on and or after the Initial Borrowing Fourth Amendment Effective Date and prior to the Revolving Loan Credit Maturity Date; provided that Revolving Credit Loans may be made on the Closing Date in an amount not to exceed $48,000,000, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Revolving Credit Loans, provided, ; provided that all Revolving Credit Loans made as part by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (ivC) may be repaid and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (vE) shall not exceed for any Bank not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (i) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be repaid in full (it being understood that any such Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid with the proceeds of Fourth Amendment Extended Revolving Credit Loans made on the Non-Extended Revolving Credit Maturity Date, subject to the terms and conditions applicable to Fourth Amendment Extended Revolving Credit Loans). On the Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding shall be repaid in full, except to the extent set forth in any applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement with respect to any Other Revolving Credit Loans. (ii) For the avoidance of doubt and notwithstanding anything to the contrary expressed or implied herein, for so long as any Class of Revolving Credit Commitments has an earlier Maturity Date than any other Class of Revolving Credit Commitments (such Class with the earliest occurring Maturity Date being referred to as the “Earliest Maturing Revolving Class”), (w) each Borrowing of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate principal amount whichunutilized Revolving Credit Commitments with respect to each such Class) (but excluding any Earliest Maturing Revolving Class with respect to Borrowings to be made on the Maturity Date of such Class or the date the Revolving Credit Commitments with respect to such Class are terminated so long as all Revolving Credit Commitments and all Revolving Credit Loans under such Class have been terminated and repaid concurrently with or prior to such Borrowing), when combined with (Ix) each payment or prepayment (whether pursuant to Section 5.1 or 5.2 or otherwise) of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate principal amount of all other Revolving Credit Loans then outstanding with respect to each such Class), (y) any termination or reduction of Revolving Loans Credit Commitments shall be made by pro rata across all such Bank Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class), and (IIz) subject to the last sentence of Section 3.3(a), all L/C Participations shall be pro rata across all such Bank's RL PercentageClasses (based on the aggregate Revolving Credit Commitments with respect to each such Class); provided that, if anyin the case of any prepayment or repayment of Revolving Credit Loans under the Earliest Maturing Revolving Class or termination or reduction of Revolving Credit Commitments under such Class either on (A) the Maturity Date for such Class or (B) an earlier date, solely to the extent the Revolving Credit Loans under such Class are being repaid in full on such date and all Revolving Credit Commitments under such Class have been terminated on or prior to such date, any such prepayment, repayment, reduction or termination shall be applied (or, in the case of any voluntary prepayment pursuant to Section 5.1 or voluntary reduction pursuant to Section 4.2, at the Borrower’s option, may be applied) first to the Revolving Credit Loans under such Class until paid in full and to the Revolving Credit Commitments under such Class until terminated in full, as applicable, unless immediately after giving effect thereto the Aggregate Revolving Credit Outstandings would exceed 100% of the Letter of Total Revolving Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such timeCommitment as then in effect.

Commitments. (Ai) Subject to and upon the terms and conditions herein set forth, each Bank severally Revolving Lender severally, but not jointly, agrees to make a loan or loans Revolving Loans denominated in Dollars to the Borrower, which loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: Loans (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (iA) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Funding Date and prior to the Revolving Loan Maturity Termination Date, (iiB) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate ABR Loans or Eurodollar LIBOR Loans, provided, ; provided that all Revolving Loans made as part by each of the Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, (ivC) may be repaid and reborrowed in accordance with the provisions hereof hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Exposure at such time exceeding such Lender’s Revolving Commitment Percentage at such time of the Revolving Loan Limit and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result in the Total Revolving Exposure exceeding the Revolving Loan Limit at such time. (ii) Subject to and upon the terms and conditions herein set forth, each Term Loan Lender severally, but not jointly, agrees to make a Term Loan denominated in Dollars to the Borrower, which Term Loan (A) shall be made (I) on the Funding Date and (II) on the date of any Term Loan Incremental Increase (or such date thereafter as specified in the applicable Incremental Agreement), (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Term Loan Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loan Loans of the same Type, (C) shall not, for any Term Loan Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Term Loan Exposure at such time exceeding such Lender’s Term Loan Commitment Percentage at such time of the Term Loan Commitments and (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result the Total Term Loan Exposure at such time exceeding the Total Term Loan Commitments. The Term Loan Commitments of the Term Loan Lenders to make Term Loans shall expire (1) on the Funding Date, with respect to the Term Loan Commitments outstanding on the Funding Date and (2) on the date specified in the applicable Incremental Agreement, with respect to any Term Loan Incremental Increase. Any portion of the Term Loans that is repaid may not be reborrowed. (iii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (1) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (2) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). (b) Subject to and upon the terms and conditions herein set forth, each Swingline Lender severally agrees, at any time and from time to time on and after the Funding Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Total Exposure at such time exceeding the Total Commitment then in effect and (v) shall not exceed for any Bank at any time outstanding may be repaid and reborrowed in accordance with the provisions hereof; provided that aggregate principal amount whichthe sum of (x) the Swingline Exposure of such Swingline Lender, when combined with (Iy) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank Swingline Lender (in its capacity as a Revolving Lender) and (IIz) such Bank's RL Percentage, if any, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment, if any, Exposure of such Bank at Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect. Each outstanding Swingline Loan shall be repaid in full on the earlier of (a) 15 Business Days after such time.Swingline Loan is initially borrowed and (b)

Commitments. (A) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans to the Borrower, which loans The Initial Borrower shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, as set forth below: not: (a) each loan under the Term Loan Facility (eachexcept in connection with a Transfer or withdrawal of an Investor in accordance with Section 9.5 hereof, a "Term Loan" andcancel, collectivelyreduce, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on excuse, or after the Effective Date and on or prior to ▇▇▇▇▇ ▇the Unused Commitment of any Investor other than (i) in accordance with the Initial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter under circumstances where the Initial Borrower has no discretion (i.e., the applicable Investor is entitled to such cancellation, reduction, excuse or abatement under the terms of the Initial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter) or where the Initial Borrower has the discretion to permit such cancellation, reduction, excuse or abatement under the terms of the Initial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter because, in the reasonable determination of the Initial Borrower, the failure to do so could reasonably be expected to result in a material adverse effect under the Initial Borrower’s Constituent Documents and (ii) upon advance prepayment of any amounts that will become due in accordance with Section 2.1(e) hereof after giving effect to such cancellation, reduction, excuse, or abatement; or (b) relieve, delay, postpone, compromise or ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at ▇ any Investor from the option making of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan Contribution under the Revolving Loan Facility (eachInitial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter, a "Revolving Loan" and, collectively, the "Revolving Loans") other than (i) may be incurred by the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof Initial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter under circumstances where the Initial Borrower has no discretion (i.e., the applicable Investor is entitled to such relief, delay, postponement, compromise or abatement under the terms of the Initial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter) or where the Initial Borrower has the discretion to permit such relief, delay, postponement, compromise or abatement under the terms of the Initial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter because, in the reasonable determination of the Initial Borrower, the failure to do so could reasonably be expected to result in a material adverse effect under the Initial Borrower’s Constituent Documents and (vii) upon advance prepayment of any amounts that will become due in accordance with Section 2.1(e) hereof after giving effect to such relief, delay, postponement, compromise or abatement. The Initial Borrower shall promptly provide the Administrative Agent notice of any other reduction of any Investor’s Uncalled Commitment. The Initial Borrower shall not exceed for agree to any Bank at amendment or modification (including, without limitation, any time outstanding that aggregate principal amount waiver) of any Side Letter or any new Side Letter which, when combined with in either case, would have a Material Adverse Effect on the right, title, security interest and Liens of the Lenders without the prior written consent of the Administrative Agent (I) it being understood and agreed that any provisions in Side Letters in existence on the aggregate principal amount Closing Date that the Initial Borrower is required to grant to a particular Investor pursuant to a most favored nations clause shall not require the Administrative Agent’s consent to the extent such provisions are included in Side Letters after the Closing Date, although such inclusion may result in such Investor not being approved as a Borrowing Base Investor). The Initial Borrower shall promptly provide any such new or amended Side Letter to the Administrative Agent. Notwithstanding any of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentagethe foregoing, if anyan Investor has the right under the Initial Borrower’s Constituent Documents or the applicable Subscription Agreement or Side Letter or such excuse is reasonably required by applicable law to be excused from an Investment, of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid Initial Borrower shall be permitted to excuse such Investor from its Contribution with the proceeds ofrespect to such Investment and any obligations incurred with respect to such Investment, and simultaneously so long as any resulting prepayment to become due in accordance with the incurrence of Revolving LoansSection 2.1(e) at such time, equals the Revolving Loan Commitment, if any, hereof as a result of such Bank at such timeexcuse is made prior to giving effect thereto.