Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower in Dollars from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (a) such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolving Credit Exposure exceeding such Lender’s Commitment or (cb) Upon the conversion sum of the Bridge Term total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans into Rollover Loansshall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall cancel constitute Revolving Loans hereunder) agrees to purchase, on its records a principal amount the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the Bridge Term aggregate Revolving Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by Restatement Effective Date. Within the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrower may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower Borrowers from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the then outstanding foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such Lender’s Bridge Term Loanstime. Rollover Loans The Borrowing Base will bear interest at be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a rate determined compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 2.13. (c5.01(j) Upon hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the conversion Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Bridge Term Loans into Rollover LoansAdministrative Agent shall, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in good faith and in accordance with Section 2.01(bits 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 subsequent appraisals. Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For Subject to the avoidance of doubtforegoing and within the foregoing limits, the Joint Lead Arrangers Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the Lenders that are Affiliates of date hereof through the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is Availability Period, subject to the following conditions being satisfied: 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 time (i) at the time of any such conversionin each case, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due after giving effect to the Joint Lead Arrangers and application of the Lenders shall have been paid in fullproceeds of such Loan).

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans in Dollars to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), (x) such Lender’s Outstanding Credit Exposure shall not exceed its Commitment and (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the applicable Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, (x) such Lender’s Outstanding Credit Exposure shall not exceed its Commitment and (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date applicable to the Swingline Lender, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount Swingline Commitment; provided that no Advance of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Facility Termination Date by the time set forth in Section 2.03 applicable to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Swingline Lender. (e) The ability of , provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullrepay outstanding Swingline Loans.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount of such Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Bridge Term Loans. Rollover Loans will bear interest Outstanding Credit Exposure would exceed its Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion such time, provided that no Advance of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullrepay outstanding Swingline Loans.

Commitments. (a) Subject to the applicable terms and conditions and relying upon the representations and warranties herein set forth, each New Money Lender agrees to make new money loans (the “New Money 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 Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) during the Interim Period, such Lender’s Revolving Credit Exposure exceeding its Applicable Percentage of the Interim Facility Cap, or (iii) the total Revolving Credit Exposure of all New Money Lenders exceeding the then-effective Available Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the New Money Loans. (b) On the (i) Interim Facility Effective Date, each Refinancing Lender shall become entitled to roll up an aggregate principal amount of Existing Loans held by such Lender equal to such Refinancing Lender’s Interim Refinanced Loan Amount as set forth opposite such Refinancing Lender’s name on Annex I under “Interim Refinanced Loan Amount” into roll-up loans hereunder (the “Interim Refinanced Loans”) and (ii) Final Facility Effective Date, each Refinancing Lender shall become entitled to roll up an aggregate principal amount of Existing Loans held by such Lender equal to such Refinancing Lender’s Final Refinanced Loan Amount as set forth opposite such Refinancing Lender’s name on Annex I under “Final Refinanced Loan Amount” into roll-up loans hereunder (the “Final Refinanced Loans” and, together with the Interim Refinanced Loans, collectively the “Refinanced Loans”). Subject to the terms and conditions set forth herein: herein and without any further action by any party to this Agreement, each Refinancing Lender’s (ai) Each Lender having Interim Refinanced Loans shall, from and after the Interim Facility Effective Date, and (ii) Final Refinanced Loans shall, from and after the Final Facility Effective Date, be designated as Refinanced Loans and administered hereunder. Such designation is not intended to and shall not constitute a Bridge Term payment on account of or a novation of the applicable Existing Loans, which shall continue to be outstanding under the Existing Credit Agreement and administered under this Agreement as Refinanced Loans. As a consequence of such designation, and solely to enable the Refinanced Loans to be administered hereunder, effective with such designation, each Refinanced Loan Commitment agrees that is the subject of such designation shall from and after such designation constitute a Refinanced Loan hereunder; provided that, for the avoidance of doubt, until any Existing Loan has been designated as a Refinanced Loan hereunder and approved by the applicable DIP Order, the Refinanced Loans shall continue to make a Bridge Term Loan be guaranteed by the Guarantors under the Existing Guaranty Agreement and secured by and entitled to the Borrower during benefits of all Liens and security interests created and arising under the Certain Funds Period Existing Security Instruments, which Liens and security interests shall remain in full force and effect on a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)continuous basis, the Borrowerunimpaired, uninterrupted and undischarged, and each Lender, severally having the same perfected status and not jointly, agree that if the Bridge Term Loans have not been repaid in full priority. Each such designation shall be applied on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal pro rata basis to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Existing Loans held by such Refinancing Lender corresponding under the Existing Credit Agreement to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) extent rolled up under this Agreement as set forth on Annex I. For the avoidance of doubt, each Refinancing Lender acknowledges and agrees that, by accepting the Joint Lead Arrangers benefits of this Agreement, on the Interim Facility Effective Date and Final Facility Effective Date, as applicable, each Existing Lender rolling up loans under this Agreement shall become a party to this Agreement as a Refinancing Lender hereunder by executing and delivering a counterpart to this Agreement. Amounts rolled up under this Section 2.01(b) and repaid or prepaid may not be reborrowed. The Agent shall update Annex I on each of the Interim Facility Effective Date and the Lenders that are Affiliates of the Joint Lead Arrangers Final Facility Effective Date to reflect each Refinancing Lender’s Refinanced Loan Amount (which Refinanced Loan Amount listed on Annex I shall be entitled (in addition conclusive absent manifest error) and deliver such updated Annex I to the Borrower) to enforce Borrower and the obligations of any Lender that has not made its share of the Loans to be made by it available Refinancing Lenders, whereupon such updated Annex I shall constitute Annex I for all purposes hereunder. Notwithstanding anything to the Administrative Agent on contrary herein, the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Refinanced Loans into Rollover shall be ABR Loans is subject to the following conditions being satisfied: (i) and shall bear interest at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to Alternate Base Rate plus the Joint Lead Arrangers and the Lenders shall have been paid in fullApplicable Margin.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees severally agrees, subject to and on the terms and conditions of this Agreement, to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. loans (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan,” and collectively, the “Rollover Revolving Loans”) by to the Borrower Borrower, from time to time on any Business Day during the Bridge Term Loan Maturity period from and including the Closing Date to but not including the Termination Date, in an aggregate principal amount equal at any time outstanding not exceeding its Commitment, provided that no Borrowing of Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (y) the Credit Exposure of any Lender would exceed its Commitment at such time or (z) the Aggregate Credit Exposure would exceed the aggregate Commitments or the Maximum Availability at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the then Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of such Lender’s Bridge Term Loans. Rollover Swingline Loans will bear interest outstanding at a rate determined in accordance with Section 2.13. (c) Upon any time, when added to the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term Revolving Loans held made by the Swingline Lender in its capacity as a Lender outstanding at such Lender corresponding to time and its Letter of Credit Exposure at such time, would exceed the principal amount Swingline Lender’s own Commitment at such time, but provided that no Borrowing of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by made if, immediately after giving effect thereto, (y) the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations Credit Exposure of any Lender would exceed its Commitment at such time or (z) the Aggregate Credit Exposure would exceed the aggregate Commitments or the Maximum Availability at such time, and provided further that the Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has not made entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its share of sole discretion) with the Loans Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made by or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it available may elect in its sole discretion. Subject to the Administrative Agent and on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf terms and conditions of such Lender. (e) The ability of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to automatically convert Bridge Term Section 2.2(e)) and reborrow Swingline Loans. All Swingline Loans into Rollover Loans is subject to the following conditions being satisfied: (i) shall bear interest at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullAdjusted LIBOR Market Index Rate.

Commitments. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Loans to the Borrower from time to time during the Commitment Period, and to purchase undivided interests and participations in Facility LCs in accordance with subsection 2.16 hereof, in an aggregate principal amount of Loans made by such Lender and of such Lender’s Ratable Share of the Facility L/C Obligations not to exceed at any time outstanding the amount set forth in Schedule 1 hereto (such Lender’s obligations to make Revolving Credit Loans and to purchase undivided interests and participations in Facility L/Cs in accordance with subsection 2.16 hereof in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Lender’s “Commitment”), subject to the limitations set forth in subsection 2.1(b) hereof. (b) The aggregate amount of Borrowing Base Indebtedness at any one time outstanding may not exceed the Borrowing Base, and no Revolving Credit Loan (or Swingline Loan) shall be made, nor shall any Facility L/C be issued, that would have the effect of increasing the then outstanding amount of the Borrowing Base Indebtedness to an amount exceeding such Borrowing Base, provided that a Revolving Credit Loan shall not be deemed to have increased the amount of the Borrowing Base Indebtedness if, and only to the extent that, the proceeds of such Revolving Credit Loan are immediately used to repay a Swingline Loan. (c) No Revolving Credit Loans shall be made at any time that any Swingline Loan is outstanding, except for Revolving Credit Loans that are used, on the day on which made, to repay in full the outstanding principal balance of the Swingline Loans. During the Commitment Period and as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and conditions hereof. (d) Subject to the terms and conditions set forth herein: of this Agreement (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to including the Borrower during limitations on the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction availability of Eurodollar Rate Loans and including the termination of the conditions Aggregate Commitment as set forth in Section 2.01(e9 hereof), the BorrowerRevolving Credit Loans may from time to time be (i) Eurodollar Rate Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by Borrower and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal notified to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Agent in accordance with Section 2.13. subsection 2.3 hereof, provided (ca) Upon that no Revolving Credit Loan shall be made as a Eurodollar Rate Loan after the conversion day that is one month prior to the last day of the Bridge Term Loans into Rollover LoansCommitment Period, each Lender shall cancel on its records a principal amount and (b) that the maximum number of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall Tranches that may be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover outstanding at any one time as Revolving Credit Loans may not be reborrowedexceed eight in the aggregate. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment; provided however, that no Lender shall be obligated to the then outstanding principal amount make a Revolving Loan in excess of such Lender’s Bridge Term Applicable Percentage of the difference between the aggregate Commitments and the Revolving Credit Exposure, no Lender shall be obligated to make a Revolving Loan other than in connection with the acquisition of the AT&T Property, the Westinghouse Property or the GE Property and no Lender shall be obligated to make a Revolving Loan in excess of such Lender’s Applicable Percentage of the Maximum Available Facility Amount with respect to each such Mortgaged Property. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow (solely for the purposes set forth above) Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal The aggregate amount of the Bridge Term Loans held by such Lender corresponding Commitments shall be reduced (on a pro rata basis as to each Lender) by: (a) the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time Mandatory Prepayment set forth in Section 2.03 2.10(e), (b) following the funding of the Revolving Loan made in connection with the acquisition of the Westinghouse Property and prior to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability funding of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to Revolving Loan made in connection with the following conditions being satisfied: (i) at acquisition of the time GE Property, the amount of any such conversionrequired principal amortization payments made in connection with Section 2.10(d) hereof until the aggregate Commitments equal $8,500,000.00 plus the then outstanding balance of the Loan, there shall exist no Event and (c) following the funding of Default or event thatthe Revolving Loan made in connection with acquisition of the GE Property, the amount of any required principal amortization payments made in connection with notice and/or lapse of time, could become an Event of Default; and (iiSection 2.10(d) all fees due to hereof until the Joint Lead Arrangers and the Lenders shall have been paid in fullCommitments equal $0.00.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Loans to the Borrower during the Certain Funds Availability Period in a an aggregate principal amount that will not to exceed its Bridge Term Loan Commitmentresult in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted Lender agrees to make revolving credit loans (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Working Capital Revolving Loans”) by to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period, in an aggregate principal amount equal to that will not result in (i) such Lender’s Working Capital Revolving Loans exceeding such Lender’s Working Capital Revolving Sub-Commitment, (ii) the then sum of all Working Capital Revolving Loans exceeding the total Working Capital Revolving Sub-Commitments, or (iii) the sum of the total Revolving Credit Exposure exceeding the total Commitments. (c) The Working Capital Revolving Sub-Commitment of each Lender constitutes a subset of such Lender’s Commitment such that (i) the availability of the Commitments of such Lender shall be reduced by the outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Working Capital Revolving Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion as of the Bridge Term Loans into Rollover Loans, time of determination and (ii) the Working Capital Revolving Sub-Commitment of each Lender shall cancel on its records a be reduced by the amount, if any, by which (A) the outstanding principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount ’s Revolving Credit Exposure as of the Bridge Term Loans shall be satisfied by time of determination exceeds (B) the conversion of amount equal to such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedLender’s Commitment minus such Lender’s Working Capital Revolving Sub-Commitment. (d) For Within the avoidance of doubtforegoing limits and subject to the terms and conditions set forth herein, the Joint Lead Arrangers Borrower may borrow, prepay and reborrow Loans during the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderAvailability Period. (e) The ability of On the Borrower Effective Date (or as soon as practicable with respect to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied:(iii)): (i) at the time Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are outstanding under the Existing Credit Agreement for the account of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to each “Lender” under the Joint Lead Arrangers and the Lenders shall have been paid in full.Existing Credit Agreement;

Commitments. (a) Subject to the terms and conditions set forth herein: hereof, each Existing Term Lender has made a “Term Loan” (aas defined in the Existing Credit Agreement) Each Lender having a Bridge (such Term Loan Commitment agrees Loans, the “Existing Term Loans”) and such Existing Term Loans shall be deemed to make a Bridge be Term Loan Loans hereunder. In connection with the continuation and funding of the 2018 New Term Loans on the 2018 Refinancing Amendment Effective Date and the provision of the Revolving Credit Commitments from and after the 2018 Refinancing Amendment Effective Date, all accrued and unpaid principal, interest, fees and other amounts owing under the Existing Credit Agreement immediately prior to the Borrower during 2018 Refinancing Amendment Effective Date shall be paid, repaid or replaced, as the Certain Funds Period case may be, in a principal amount not to exceed its Bridge full by the 2018 New Term Loan CommitmentLoans and Refinancing Revolving Commitments as provided on the 2018 Refinancing Amendment Effective Date, as the case may be. Following the making or continuation thereof, as applicable, on the 2018 Refinancing Amendment Effective Date, the 2018 New Term Loans shall constitute Initial Term Loans and Term Loans, as applicable, in all respects. Following the provision thereof on the 2018 Refinancing Amendment Effective Date, the Refinancing Revolving Commitments (as defined in the 2018 Refinancing Amendment) shall constitute Revolving Credit Commitments in all respects. (b) Subject to satisfaction of the terms and conditions set forth hereof, each Lender severally agrees to make, in Section 2.01(e)Dollars and any Alternative Currency, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted revolving credit loans (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Revolving Credit Loans”) by to the Borrower on Borrowers from time to time during the Bridge Term Loan Maturity Date Revolving Credit Commitment Period in an aggregate principal amount equal at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding principal outstanding, does not exceed the lesser of (i) the amount of such LenderXxxxxx’s Bridge Term LoansRevolving Credit Commitment and (ii) the amount equal to such Xxxxxx’s Revolving Credit Percentage of the Total Availability at such time. Rollover During the Revolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans will bear interest at a rate determined in whole or in part, and reborrowing, all in accordance with Section 2.13. (c) Upon the conversion terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or, in the case of the Bridge Term Revolving Credit Loans into Rollover Loansdenominated in Dollars, each Lender shall cancel on its records a principal amount of the Bridge Term Base Rate Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied as determined by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers Borrower and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available notified to the Administrative Agent on in accordance with Sections 2.2 and 2.8, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the Closing Date by the time set forth in Section 2.03 day that is one month prior to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderRevolving Credit Termination Date. Revolving Credit Loans denominated in any Alternative Currency shall be Eurodollar Loans. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Effective as of the Amendment Effective Date, in accordance with Section 3.06 of the Existing Credit Agreement, each Non-Consenting Lender having a Bridge Term shall be deemed to 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 Commitment agrees Documents in respect thereof, and each Consenting Lender with respect to make a Bridge Term Loan 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 Borrower during Amendment Effective Date (each such Lender, an “Assuming Lender”) shall be deemed to have assumed and accepted the Certain Funds Period proportionate part of the Commitments (together with the pro rata portion of the Revolving Loans and participations in a 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 assignments and delegations upon the Amendment Effective Date, each Consenting Lender shall hold Commitments in an aggregate principal amount not that is equal to exceed the respective amount set forth opposite its Bridge Term name on Schedule I hereto and the pro rata portion of the Revolving Loans and participations in Letters of Credit with respect to such Commitments, which Schedule I shall reflect all of the Commitments under the Amended Credit Agreement. On the Amendment Effective Date, (i) each Assuming Lender shall pay to the Administrative Agent an amount sufficient to purchase its Assumed Amount at par, (ii) each 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) the Administrative Agent shall pay the amounts received pursuant to clauses (i) and (ii) above to the Non-Consenting Lenders, (iv) each Non-Consenting Lender shall no longer be a Lender under the Loan CommitmentDocuments and (v) each Assuming Lender shall become a Lender under the Loan Documents with respect to its Assumed Amount. (b) Subject to satisfaction Each of the conditions set forth in Section 2.01(e)Livent, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date and each Issuing Bank confirm, by the time set forth in its signature hereto, that each Assuming Lender is an Eligible Assignee and is acceptable to it. Each party hereto agrees that this Amendment constitutes an Assignment and Acceptance for all purposes of Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability 3.06 of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullExisting Credit Agreement.

Commitments. (a) Subject to the terms and conditions hereof, each Lender agrees to make Loans to the Borrower in dollars from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Credit Exposure exceeding such Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to , the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitmentmay borrow, prepay and reborrow Loans. (b) Subject to satisfaction of If on the conditions set forth First Restatement Effective Date, Loans are outstanding and (x) one or more Persons which were Lenders (under and as defined in Section 2.01(ethe Original Credit Agreement) are Departing Lenders and/or (y) the Commitments one or more Continuing Lenders are higher or lower than their respective Commitments (under and as defined in the Original Credit Agreement), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full then on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” First Restatement Effective Date and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms and conditions being satisfiedhereof: (i) at each Continuing Lender whose Commitment is higher or lower than its Commitment (under and as defined in the time Original Credit Agreement) shall be 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 any the Commitment, Loans and LC Exposure of each such conversion, there shall exist no Event Continuing Lender such that the outstanding Loans and LC Exposure of Default or event that, with notice and/or lapse of time, could become an Event of Defaulteach Lender immediately after First Restatement Effective Date reflect proportionately the Commitments as set forth on Schedule 2.1; and (ii) all fees due in connection with such assignment, each such Continuing Lender shall pay to the Joint Lead Arrangers Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such Continuing Lender may treat the Lenders shall have been paid in fullassignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during (each such loan, a "Revolving Loan" and collectively, the Certain Funds Period "Revolving Loans") in a principal an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender's Outstanding Credit Exposure shall not to exceed its Bridge Term Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) Subject From and including the Closing Date to satisfaction but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Lender's Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.01(e), 2.18. (c) From and including the Borrower, and each Lender, severally and not jointly, agree that if Closing Date to but excluding the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Facility Termination Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for paymentSwingline Lender agrees, automatically be converted on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a Rollover Conversion”) into a loan (individually a “Rollover "Swingline Loan” ," and collectively, the “Rollover "Swingline Loans”) by the Borrower on the Bridge Term Loan Maturity Date "), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount Swingline Commitment. Swingline Loans may be made even if the Swingline Lender's Outstanding Credit Exposure would exceed its Commitment at such time, but provided that no Advance of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Facility Termination Date, provided that the Borrower may not be reborrowedborrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Loans to Borrower from time to time during the Commitment Period, and to purchase undivided interests and participations in Facility L/Cs in accordance with Section 2.16 hereof, in an aggregate principal amount of Revolving Credit Loans made by such Lender and of such Lender's Ratable Share of the Facility L/C Obligations not to exceed at any time outstanding the amount set forth in Schedule 1 hereto (such Lender's obligations to make Revolving Credit Loans and to purchase undivided interests and participations in Facility L/Cs in accordance with Section 2.16 hereof in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Lender's "Commitment"), subject to the limitations set forth in Section 2.1(b) hereof. (b) No Revolving Credit Loan or Swingline Loan shall be made, nor shall any Facility L/C be issued, that would have the effect of increasing the then outstanding amount of the Borrowing Base Indebtedness to an amount exceeding the Borrowing Base as of the most recent Inventory Valuation Date, provided that a Revolving Credit Loan shall not be deemed to have increased the amount of the Borrowing Base Indebtedness if, and only to the extent that, the proceeds of such Revolving Credit Loan are immediately used to repay a Swingline Loan. (c) No Revolving Credit Loans shall be made at any time that any Swingline Loan is outstanding, except for Revolving Credit Loans that are used, in whole or in part, on the day on which made, to repay in full the outstanding principal balance of the Swingline Loans. During the Commitment Period and as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and conditions hereof. (d) Subject to the terms and conditions set forth herein: of this Agreement (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to including the Borrower during limitations on the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction availability of LIBOR Rate Loans and including the termination of the conditions Aggregate Commitment as set forth in Section 2.01(eArticle 9 hereof), the BorrowerRevolving Credit Loans may from time to time be (i) LIBOR Rate Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by Borrower and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal notified to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Agent in accordance with Section 2.13. (c) Upon 2.3 hereof, provided that no Revolving Credit Loan shall be made as a LIBOR Rate Loan after the conversion day that is one month prior to the last day of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedCommitment Period. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein:below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Closing Date but prior to the Revolving Loan Commitment Termination Date, (a) Each each Lender having that has a Bridge Term Revolving Loan Commitment (referred to as a "Revolving Loan Lender"), agrees that it will make loans (relative to make a Bridge Term Loan such Lender, its "Revolving Loans") to the Revolving Loan Borrower during equal to such Lender's Revolving Loan Percentage of the Certain Funds Period in a principal aggregate amount not of each Borrowing of the Revolving Loans requested by the Revolving Loan Borrower to exceed its Bridge Term Loan Commitment.be made on such day; and (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree Swing Line Lender agrees that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted it will make loans (a Rollover Conversion”its "Swing Line Loans") into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding Revolving Loan Borrower equal to the principal amount of Rollover the Swing Line Loan requested by the Revolving Loan Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Revolving Loan Borrower may from time to time borrow, prepay and reborrow Revolving Loans issued by such Lenderand Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, which corresponding after giving effect thereto and the use of proceeds thereof, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender's Revolving Loan Percentage of the Bridge Term aggregate amount of all Swing Line Loans and Revolving Letter of Credit Outstandings, would exceed such Lender's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be satisfied permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the conversion Swing Line Lender, in its sole discretion, the sum of such Bridge Term all Swing Line Loans into Rollover and Revolving Loans in accordance with Section 2.01(b). Amounts repaid in respect made by the Swing Line Lender plus the Swing Line Lender's Revolving Loan Percentage of Rollover Loans may not be reborrowedthe aggregate amount of Revolving Letter of Credit Outstandings would exceed the Swing Line Lender's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. (d) For the avoidance SECTION 2.1.2. Revolving Letter of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Credit Commitment. From time to the Borrower) to enforce the obligations of time on any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on Business Day occurring from the Closing Date but three days prior to the Revolving Loan Commitment Termination Date, the relevant Revolving Issuer agrees that it will (a) issue one or more standby letters of credit (relative to such Issuer, its "Revolving Letter of Credit") for the account of any Borrower or any Subsidiary Guarantor in the Stated Amount requested by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded Revolving Loan Borrower on behalf of such Lender.day; or (eb) The ability extend the Stated Expiry Date of the Borrower an existing standby Revolving Letter of Credit previously issued hereunder. No Issuer shall be permitted or required to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: issue any Revolving Letter of Credit if, after giving effect thereto, (i) at the time aggregate amount of any such conversion, there shall exist no Event all Revolving Letter of Default Credit Outstandings would exceed the Revolving Letter of Credit Commitment Amount or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) the sum of the aggregate amount of all fees due to Revolving Letter of Credit Outstandings plus the Joint Lead Arrangers aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the Lenders shall have been paid in fullRevolving Loan Commitment Amount.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees severally agrees, subject to and on the terms and conditions of this Agreement, to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. loans (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan,” and collectively, the “Rollover Revolving Loans”) by to the Borrower Borrower, from time to time on any Business Day during the Bridge Term Loan Maturity period from and including the Restatement Effective Date to but not including the Termination Date, in an aggregate principal amount equal to at any time outstanding not greater than the then outstanding excess, if any, of its Commitment at such time over its Letter of Credit Exposure at such time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such Lender’s Bridge Term time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (cb) Upon The Swingline Lender agrees, subject to and on the conversion terms and conditions of this Agreement and the Bridge Term Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans into Rollover Loansoutstanding at any time, each Lender shall cancel on its records a when added to the aggregate principal amount of the Bridge Term Revolving Loans held made by the Swingline Lender in its capacity as a Lender outstanding at such Lender corresponding to time and its Letter of Credit Exposure at such time, may exceed its Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Rollover Revolving Loans issued by outstanding at such Lendertime, which corresponding (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 Bridge Term aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans shall be satisfied by as to which the conversion Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of such Bridge Term Loans into Rollover Loans this Agreement and the Sweep Program (as long as it remains in accordance with Section 2.01(beffect). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, Xxxxx Fargo, and the Lenders hereby agree that are Affiliates effective as of the Joint Lead Arrangers Restatement Effective Date (i) the aggregate outstanding principal balance of loans (not exceeding the Swingline Commitment) made under the Sweep Program shall be entitled (in addition to Swingline Loans under this Agreement and the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is Sweep Program and subject to the following conditions being satisfied: (i) at the time of any such conversionterms hereof and thereof, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due Xxxxx Fargo shall be the Swingline Lender hereunder with respect to such Swingline Loans, and (iii) the Joint Lead Arrangers and applicable provisions of the Lenders shall have been paid in fullExisting Credit Agreement with respect to such Swingline Loans are replaced by this Agreement.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Converting Term Loan Commitment agrees of each Converting Term Lender shall automatically be hereby converted to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a like principal amount of Initial Term Loans on the Restatement Effective Date. All accrued and unpaid interest on the Converting Term Loans to, but not to exceed its Bridge Term Loan Commitmentincluding, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under Section 2.14 of the Existing Credit Agreement shall be payable in connection with such conversion. (b) Subject Each Term Lender severally agrees to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge make Initial Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Term Loan Maturity Restatement Effective Date in an aggregate principal amount equal to the then outstanding amount of such Term Lender’s Term Commitment. The Borrower shall prepay the aggregate principal amount of such Lender’s Bridge the Non-Converting Term Loans substantially concurrently with the receipt of the proceeds of the Initial Term Loans. Rollover All accrued and unpaid interest on the Non-Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, and the Borrower will bear interest at a rate determined make any payments required under 2.14 of the Existing Credit Agreement with respect to Non-Converting Term Loan in accordance with Section 2.13therewith. On and as of the Restatement Effective Date, upon the repayment of the Non-Converting Term Loans of such Original Term Lender, accrued and unpaid interest thereon and any other amounts due and owing thereto pursuant to the Existing Credit Agreement, such Original Lender shall cease to be a Lender hereunder for all purposes. (c) Upon Each Revolving Lender agrees to make Revolving Loans to the conversion of Borrower from time to time during the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a Revolving Availability Period in an aggregate principal amount of which will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. Within the Bridge Term Loans held by such Lender corresponding foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Initial Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein:below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Closing Date but prior to the Revolving Loan Commitment Termination Date, (a) Each each Lender having that has a Bridge Term Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to make a Bridge Term Loan such Lender, its “Revolving Loans”) to the Revolving Loan Borrower during equal to such Lender’s Revolving Loan Percentage of the Certain Funds Period in a principal aggregate amount not of each Borrowing of the Revolving Loans requested by the Revolving Loan Borrower to exceed its Bridge Term Loan Commitment.be made on such day; and (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree Swing Line Lender agrees that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted it will make loans (a Rollover Conversion”) into a loan (individually a its “Rollover Loan” and collectively, the “Rollover Swing Line Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding Revolving Loan Borrower equal to the principal amount of Rollover the Swing Line Loan requested by the Revolving Loan Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “Swing Line Loan Commitment”. On the terms and subject to the conditions hereof, the Revolving Loan Borrower may from time to time borrow, prepay and reborrow Revolving Loans issued by such Lenderand Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, which corresponding after giving effect thereto and the use of proceeds thereof, the aggregate outstanding principal amount of the Bridge Term all Revolving Loans shall be satisfied by the conversion of such Bridge Term Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans into Rollover Loans in accordance with Section 2.01(b)and Revolving Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Amounts repaid in respect of Rollover Loans may Furthermore, the Swing Line Lender shall not be reborrowed. (d) For the avoidance of doubtpermitted or required to make Swing Line Loans if, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: after giving effect thereto, (i) at the time aggregate outstanding principal amount of any such conversion, there shall exist no Event of Default all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all fees due to Swing Line Loans and Revolving Loans made by the Joint Lead Arrangers and Swing Line Lender plus the Lenders shall have been paid in fullSwing Line Lender’s Revolving Loan Percentage of the aggregate amount of Revolving Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Commitments. Subject to the terms and conditions set forth herein: (a) Each of this Agreement, each Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan advances to the Borrower during in US Dollars or in one or more Alternative Currencies from time to time, subject to the Certain Funds Period in a principal amount not provisions of Section 2.4, from the Closing Date to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal at any time outstanding up to but not exceeding the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at Commitment as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Loan outstanding applicable to a rate determined in accordance with Section 2.13. (c) Upon the conversion Lender plus such Lender’s Commitment Percentage of the Bridge Term Loans Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment, (ii) the Loan (inclusive of such Lender’s obligation to make advances under the Revolving Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment and (iii) the Revolving Loan and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (b) the Total Outstandings shall not at any time exceed the aggregate Commitments. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the amount of the Commitments and may establish a Base Rate Balance and Libor Balances thereunder and, until the Maturity Date, the Borrower may Continue Libor Balances established under the Revolving Loan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Rollover LoansBase Rate Balances or Libor Balances, each Lender as applicable. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and Bank of America may in its discretion from time to time advance in US Dollars (but shall cancel on its records a in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the “Swingline Advances”); provided, however, that (i) the aggregate principal amount of the Bridge Term Loans held by such Lender corresponding to Swingline Advances outstanding at any time shall not exceed twenty million US Dollars ($20,000,000) and the principal amount of Rollover Loans issued by such Lender, which corresponding Total Outstandings shall not exceed the aggregate principal amount of the Bridge Term Loans Commitments and (ii) Bank of America shall be satisfied by give the conversion Agent and each Lender written notice of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(bthe aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Amounts repaid in respect Furthermore, upon one (1) Business Day’s prior written notice given by Bank of Rollover Loans may not be reborrowed. (d) For America to the avoidance of doubt, the Joint Lead Arrangers Agent and the other Lenders that are Affiliates at any time and from time to time (including at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Joint Lead Arrangers shall be entitled Business Day immediately preceding the Maturity Date, each Lender (including Bank of America) severally agrees, irrevocably and unconditionally, as provided in addition the first sentence of this Section 2.1, and notwithstanding anything to the Borrower) to enforce the obligations of contrary contained in this Agreement, any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thatthe inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), with notice and/or lapse to make an advance under the Revolving Loan, in the form of timea Base Rate Balance, could become in an Event amount equal to its Commitment Percentage of Default; and (ii) all fees due the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Loan shall be promptly paid by the Agent to Bank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Subject to the Joint Lead Arrangers other terms and provisions of this Agreement, the Lenders Borrower may borrow, prepay and reborrow hereunder the Swingline Advances and may establish a Base Rate Balance and IBOR Balances thereunder and, until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Convert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as applicable. Each Type of Balance under the Loan advanced by each Lender shall have been paid in fullbe established and maintained at such Lender’s Applicable Lending Office for such Type of Balance.

Commitments. Subject to the terms and conditions set forth herein: , (a) Each each Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan Revolving Loans in Dollars or in an Alternative Currency to the Borrower Borrowers from time to time on any Business Day during the Certain Funds Revolving Availability Period in a principal such Lender's Applicable Percentage of such aggregate amount as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Syndicated Letters of Credit at the request of and for the account of any Borrower or any Eligible Affiliate from time to time during the Revolving Availability Period, (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account any Borrower or any Eligible Affiliate from time to time during the Revolving Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in SECTION 3.03, and (d) the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers from time to time on any Business Day during the Revolving Availability Period in an amount not to exceed its Bridge Term Loan the Swingline Sublimit; provided, however, that, in each case, after giving effect to any Credit Extension (including any concurrent repayment of Swingline Loans with proceeds of such Credit Extension), (i) such Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment. , (bii) Subject the total Revolving Credit Exposures shall not exceed the Aggregate Commitments, and (iii) the aggregate LC Obligations with respect to satisfaction Fronted Letters of Credit shall not exceed the Fronted Letter of Credit Sublimit. Within the foregoing limits and subject to the terms and conditions set forth in Section 2.01(e)herein, the BorrowerBorrowers may borrow, prepay and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term reborrow Revolving Loans. Rollover Revolving Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover may be ABR Loans, each Lender shall cancel on its records a principal amount of the Bridge XXXXX Loans, Term SOFR Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lenderor Eurocurrency Rate Loans, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedas further provided herein. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment severally agrees to make revolving credit loans (each such loan, a Bridge Term Loan “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Certain Funds Period Availability Period, in a principal an aggregate amount not to exceed its Bridge Term Loan at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, LIBOR Floating Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, Term Lender severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (agrees to make a Rollover Conversion”) into a single loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal not to the then outstanding principal amount of exceed such Term Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Commitment; provided, however, that after giving effect to any such Term Borrowing, (cx) Upon the conversion aggregate Outstanding Amount of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge all Term Loans shall be satisfied by not exceed the conversion Term Facility and (y) the Outstanding Amount of such Bridge all Term Loans into Rollover made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans in accordance with Section 2.01(b). Amounts that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge . Term Loans into Rollover may be Base Rate Loans, LIBOR Floating Rate Loans is subject to the following conditions being satisfied: (i) at the time of any such conversionor Eurodollar Rate Loans, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullas further provided herein.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein:below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) Each each Lender having that has a Bridge Term (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make a Bridge Term any Revolving Loan to if the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment.aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree Swing Line Lender agrees that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted it will make loans (a Rollover Conversion”) into a loan (individually a its “Rollover Loan” and collectively, the “Rollover Swing Line Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding Borrowers equal to the principal amount of Rollover the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans issued by such Lenderand Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, which corresponding after giving effect thereto, the aggregate outstanding principal amount of the Bridge Term all Revolving Loans shall be satisfied by the conversion of such Bridge Term Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans into Rollover Loans in accordance with Section 2.01(b)and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Amounts repaid in respect of Rollover Loans may Furthermore, the Swing Line Lender shall not be reborrowed. (d) For the avoidance of doubtpermitted or required to make Swing Line Loans if, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: after giving effect thereto, (i) at the time aggregate outstanding principal amount of any such conversion, there shall exist no Event of Default all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all fees due to Swing Line Loans and Revolving Loans made by the Joint Lead Arrangers and Swing Line Lender plus the Lenders shall have been paid in fullSwing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge with an Initial Term Loan Commitment on the Closing Date (each, an “Initial Term Lender”) severally agrees to make Term Loans on the Closing Date to the Acquisition Borrower and the Refinancing Borrower in an aggregate principal amount of all such Term Loans equal to the amount of such Lender’s Initial Term Commitment; provided that the amount allocated to the Acquisition Borrower and the amount allocated to the Refinancing Borrower shall be ratably apportioned to such Lenders based on the aggregate amount of Acquisition Term Loans and aggregate amount of Refinancing Term Loans, as indicated in the definitions thereof. Each such Lender, the Acquisition Borrower, the Refinancing Borrower and all other parties hereto further agree that immediately following the Asset Contribution on the Closing Date, (i) the Refinancing Borrower shall assume all the obligations of the Acquisition Borrower with respect to the Acquisition Term Loans (whereupon the Acquisition Borrower will no longer be a Bridge Borrower hereunder but will remain a Guarantor hereunder and under the other Loan Documents), (ii) the outstanding principal amount of the Acquisition Term Loans shall be automatically converted into Term Loans of the same Class as the Refinancing Term Loans and (iii) such combined Class of Term Loans (as so combined, the “Initial Term Loans”) shall constitute one fungible Class of Term Loans (including for U.S. Federal income tax purposes). The Initial Additional Term B Lender agrees to make Additional Term B Loans on the Amendment No. 1 Effective Date to the Refinancing Borrower in an aggregate principal amount of all such Additional Term B Loans equal to the amount of such Initial Additional Term B Lender’s Additional Term B Commitment. For the avoidance of doubt, on and after the Amendment No. 1 Effective Date, the Additional Term B Loans shall constitute Initial Term Loans, and the Initial Term Loans (including the Additional Term B Loans) shall constitute one fungible Class of Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment(including for U.S. Federal income tax purposes). (b) Subject Each Revolving Lender agrees to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term make Revolving Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on from time to time during the Bridge Term Loan Maturity Date Revolving Availability Period in an aggregate principal amount equal to the then outstanding principal amount of which will not result in such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13Revolving Exposure exceeding such Lender’s Revolving Commitment. (c) Upon The Swingline Lender agrees to make Loans (the conversion of the Bridge Term Loans into Rollover “Swingline Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding ”) to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of Borrower from time to time during the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans Revolving Availability Period in accordance with Section 2.01(b)2.23. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and each Issuer severally agree to make Credit Extensions as set forth herein:below. (a) Each Lender having a Bridge Term SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring on and after the Closing Date but prior to the Revolving Loan Commitment Termination Date, (i) each Lender agrees that it will make loans (relative to make a Bridge Term Loan such Lender, its "Revolving Loans") to the Borrower during the Certain Funds Period in a principal amount not equal to exceed its Bridge Term such Lender's Revolving Loan Commitment. (b) Subject to satisfaction Percentage of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal aggregate amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) Borrowing of Revolving Loans requested by the Borrower to be made on such day, and (ii) the Bridge Term Loan Maturity Date in an aggregate principal amount equal Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding Borrower equal to the principal amount of Rollover the Swing Line Loan requested by the Borrower to be made on such day. The Commitment of each such Revolving Loan Lender described above is herein referred to as its "Revolving Loan Commitment", and the Commitment of the Swing Line Lender described above is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans issued by such Lenderand Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, which corresponding after giving effect thereto, the aggregate outstanding principal amount of the Bridge Term all Revolving Loans shall be satisfied by the conversion of such Bridge Term Revolving Loan Lender, together with such Lender's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans into Rollover Loans in accordance with Section 2.01(b)and Letter of Credit Outstandings, would exceed such Lender's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Amounts repaid in respect of Rollover Loans may Furthermore, the Swing Line Lender shall not be reborrowed. (d) For the avoidance of doubtpermitted or required to make Swing Line Loans if, after giving effect thereto, the Joint Lead Arrangers aggregate outstanding principal amount of all Swing Line Loans would exceed (x) the then existing Swing Line Loan Commitment Amount or (y) when combined with the aggregate outstanding principal amount of Revolving Loans and Letter of Credit Outstandings, the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderthen existing Revolving Loan Commitment Amount. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each of this Agreement, each Revolving Credit Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan Advances to the Borrower, from time to time until the Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by the Borrower during under the Certain Funds Period in a principal amount Revolving Credit Facility on any day determined by its Revolving Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Revolving Credit Lenders will not be required and shall have no obligation to exceed its Bridge Term Loan Commitment. make any Advance (bi) Subject to satisfaction so long as not all of the conditions set forth in under Section 2.01(e)5.2 hereof have been fulfilled, the Borrower, (ii) so long as a Default or an Event of Default has occurred and each Lender, severally and not jointly, agree that is continuing or (iii) if the Bridge Term Administrative Agent has accelerated the maturity of the Revolving Credit Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount as a result of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount Event of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Default in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans9.1 hereof; provided further, however, that immediately after giving effect to each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to Advance, the principal amount of Rollover Loans issued by Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment. Within such Lenderlimits, the Borrower may borrow, repay and reborrow hereunder, on any Business Day, until, but (as to borrowings and reborrowings) not including, the applicable Revolving Credit Termination Date; provided, however, that (x) no Eurodollar Loan that is a Revolving Credit Loan shall be made which corresponding principal amount has an Interest Period that extends beyond the applicable Revolving Credit Stated Maturity Date and (y) each Revolving Credit Loan that is a Eurodollar Loan may, subject to the provisions of Section 2.12, be repaid only on the last day of the Bridge Term Interest Period with respect thereto unless the Borrower has paid any amounts due pursuant to Section 4.5 hereof. All borrowings of Revolving Credit Loans shall be satisfied by made ratably under the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers Extended Revolving Credit Facility and the Lenders that are Affiliates Non-Extended Revolving Credit Facility according to the respective Revolving Percentages of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderRevolving Credit Lenders. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject The Lender Schedule attached as Schedule II to the terms and conditions Original Agreement is hereby amended in its entirety to read as set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to on Schedule II attached hereto. In connection therewith, Borrower, Administrative Agent and Lenders shall make a Bridge Term Loan adjustments to the Borrower during Outstanding Amount of Loans and LC Obligations owing to each Lender (but not any interest accrued thereon prior to the Certain Funds Period date hereof or any accrued commitment or letter of credit fees under the Credit Agreement prior to the date hereof), including the borrowing of additional Loans and the repayment of Loans plus all applicable accrued interest, fees and expenses as shall be necessary to repay in a principal full all Exiting Lenders, and to provide for Loans and LC Obligations owing to each Lender in the amount not to exceed of its Bridge Term Loan Commitment. (b) Subject to satisfaction Percentage Share of all Loans and LC Obligations as of the conditions set forth in Section 2.01(e), the Borrowerdate hereof, and each Lender shall be deemed to have made an assignment of its Commitment and outstanding Loans and LC Obligations owing to such Lender, severally and not jointlyassumed Commitments and outstanding Loans and LC Obligations owing to other Lenders, agree as may be necessary to effect the foregoing, but in no event shall any such adjustment of any Eurodollar Loans (i) constitute a payment or prepayment of all or a portion of any Eurodollar Loans or (ii) entitle any Lender to any reimbursement under Section 3.7 of the Credit Agreement. Borrower, Administrative Agent and each Lender hereby (x) consents to all reallocations and assignments of the Commitments and Loans and LC Obligations effected pursuant to the foregoing, (y) acknowledges and agrees that such reallocations and assignments shall be deemed effective as if such reallocations and assignments were evidenced by Assignments and Assumptions among Lenders delivered pursuant to Section 10.5(b) of the Bridge Term Loans have not been repaid in Credit Agreement, and (z) agrees that Lenders shall make full on cash settlement of such reallocations and assignments through the Bridge Term Loan Maturity DateAdministrative Agent, as the then outstanding principal amount of Administrative Agent may direct or approve, such that after giving effect to such settlement, each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” Commitment and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount Outstanding Amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans and LC Obligations shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time as set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderabove. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: , (a) Each each 3-Year Tranche Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term 3-Year Tranche Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full US Dollars on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal not to exceed the then outstanding principal 3-Year Tranche Commitment of such 3-Year Tranche Lender; provided, that if for any reason the full amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at 3-Year Tranche Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled on such date and (b) each 5-Year Tranche Lender agrees to make a rate determined 5-Year Tranche Loan to the Borrower in accordance with Section 2.13. (c) Upon US Dollars on the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a Closing Date in an aggregate principal amount not to exceed the 5-Year Tranche Commitment of such 5-Year Tranche Lender; provided, that if for any reason the Bridge Term Loans held by such Lender corresponding to the principal full amount of Rollover Loans issued by such Lender’s 5-Year Tranche Commitment is not fully drawn on the Closing Date, which corresponding principal amount of the Bridge Term undrawn portion thereof shall automatically be cancelled on such date. Loans shall be satisfied by drawn under 3-Year Tranche Commitments and the conversion of such Bridge Term Loans into Rollover Loans in accordance with 5-Year Tranche Commitments on a pro rata basis. Any amount borrowed under this Section 2.01(b). Amounts 2.01 and subsequently repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates . Each of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share 3-Year Tranche Lender’s 3-Year Tranche Commitment and each of the Loans to be made by it available to the Administrative Agent 5-Year Tranche Lender’s 5-Year Tranche Commitment shall terminate immediately and without further action on the Closing Date by the time set forth in Section 2.03 after giving effect to the extent the Joint Lead Arrangers or their affiliates have funded on behalf funding of such Lender’s Commitment on such date. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) [Reserved]. (b) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender with an Initial Revolving Commitment severally agrees to make Revolving Loans in Dollars or one or more Alternative Currencies in an aggregate amount up to but not exceeding such Lender’s Initial Revolving Commitment; provided that after giving effect to the making of any Revolving Loans (i) in no event shall the Total Utilization of Revolving Commitments exceed the Initial Revolving Commitments then in effect and (ii) in no event shall the Total Utilization of Alternative Currency Revolving Commitments exceed the Alternative Currency Sublimit. Amounts borrowed pursuant to this Section 2.01(b) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Initial Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Initial Revolving Loans and all other amounts owed hereunder with respect to the Initial Revolving Facility and the Initial Revolving Commitments shall be paid in full no later than such date. (c) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Swingline Loan Lender agrees to make Swingline Loans in Dollars to the Borrower at any time or from time to time after the Closing Date to, but not including, the Revolving Commitment Termination Date, in an aggregate principal amount up to but not exceeding the Swingline Loan Lender’s Swingline Loan Commitment; provided that after giving effect to such Swingline Loan, in no event shall (x) the Total Utilization of Revolving Commitments exceed the Initial Revolving Commitments then in effect or (y) the Outstanding Amount of all Swingline Loans exceed the Swingline Loan Commitment then in effect; provided, further, that after giving effect to such Swingline Loan, if the Outstanding Amount of all Swingline Loans of the Swingline Loan Lender, plus the aggregate Outstanding Amount of all Revolving Loans of, and L/C Obligations issued by, such Swingline Loan Lender is in excess of such Lender’s Revolving Commitment, such Swingline Loan shall be made at the Swingline Loan Lender’s sole discretion. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.01(c). Swingline Loans shall be Base Rate Loans or Daily Simple SOFR Loans, as further provided herein. (d) Subject to the terms and conditions set forth herein: (a) Each in any Incremental Facility Amendment or Refinancing Amendment providing for, as applicable, the making, exchange, renewal, replacement or refinancing of Loans or Commitments, each Lender having a Bridge Term Loan Commitment party thereto severally agrees to make a Bridge Term Loan to to, as applicable, make, exchange, renew, replace or refinance Loans or Commitments, as applicable, on the Borrower during the Certain Funds Period date specified therein in a principal an aggregate amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time Commitment as set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lendertherein. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. To the extent that prior to the Term Loan Effective Date, “Revolving Loans” were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Term Loan Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”), subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Term Loan Effective Date, the Existing Revolving Loans shall be re-evidenced as Revolving Loans of a particular Class under this Agreement and the terms of the Existing Revolving Loans shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: (a) Each each 2020 Dollar Tranche Lender having a Bridge Term Loan Commitment (severally and not jointly) agrees to make a Bridge Term Loan 2020 Dollar Tranche Revolving Loans to the Borrower in Dollars from time to time during the Certain Funds 2020 Availability Period in a an aggregate principal amount that will not result in (i) such Lender’s 2020 Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 2020 Dollar Tranche Commitment, (ii) the total 2020 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2020 Dollar Tranche Commitments, (iii) the sum of the total 2020 Dollar Tranche Revolving Credit Exposures plus the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to exceed its Bridge Term Loan Commitment.Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, 2023 Dollar Tranche Lender (severally and not jointly) agrees to make 2023 Dollar Tranche Revolving Loans to the Borrower in Dollars from time to time during the 2023 Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 2023 Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 2023 Dollar Tranche Commitment, agree (ii) the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2023 Dollar Tranche Commitments, (iii) the sum of the total 2020 Dollar Tranche Revolving Credit Exposures plus the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; (c) each 2020 Multicurrency Tranche Lender (severally and not jointly) agrees to make 2020 Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the 2020 Availability Period in an aggregate principal amount that if will not result in (i) subject to Sections 2.04 and 2.11(b), the Bridge Dollar Amount of such Lender’s 2020 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2020 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2020 Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures plus the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments, (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (v) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit; (d) each 2023 Multicurrency Tranche Lender (severally and not jointly) agrees to make 2023 Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the 2023 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 2023 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2023 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2023 Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures plus the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments, (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (v) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit; and (e) subject to the satisfaction of the Microsemi Acquisition Conditions on such date, each Initial Term Lender (severally and not jointly) agrees to make Initial Term Loans have not been repaid to the Borrower denominated in full Dollars on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Microsemi Acquisition Closing Date in an aggregate principal amount equal not to exceed such Initial Term Lender’s Initial Term Commitment. Within the foregoing limits and subject to the then outstanding principal amount of such Lender’s Bridge Term terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Loans to the Borrower during the Certain Funds Availability Period in a an aggregate principal amount that will not to exceed its Bridge Term Loan Commitmentresult in (i) such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, each Lender agrees to make revolving credit loans (the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”"Working Capital Revolving Loans") into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period, in an aggregate principal amount equal to that will not result in (i) such Lender's Working Capital Revolving Loans exceeding such Lender's Working Capital Revolving Sub-Commitment, (ii) the then sum of all Working Capital Revolving Loans exceeding the total Working Capital Revolving Sub-Commitments, or (iii) the sum of the total Revolving Credit Exposure exceeding the total Commitments. (c) The Working Capital Revolving Sub-Commitment of each Lender constitutes a subset of such Lender's Commitment such that (i) the availability of the Commitments of such Lender shall be reduced by the outstanding principal amount of such Lender’s Bridge Term Loans. Rollover 's Working Capital Revolving Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion as of the Bridge Term Loans into Rollover Loans, time of determination and (ii) the Working Capital Revolving Sub-Commitment of each Lender shall cancel on its records a be reduced by the amount, if any, by which (A) the outstanding principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount 's Revolving Credit Exposure as of the Bridge Term Loans shall be satisfied by time of determination exceeds (B) the conversion of amount equal to such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedLender's Commitment minus such Lender's Working Capital Revolving Sub-Commitment. (d) For Within the avoidance of doubt, the Joint Lead Arrangers foregoing limits and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrower may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to prepay and reborrow Loans during the Joint Lead Arrangers and the Lenders shall have been paid in fullAvailability Period.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount of such Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Bridge Term Loans. Rollover Loans will bear interest Outstanding Credit Exposure would exceed its Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion such time, but provided that no Advance of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Facility Termination Date, provided that the Borrower may not be reborrowedborrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each 2017 Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan 2017 Revolving Loans to each Borrower in Dollars or any Optional Currency other than Yen from time to time during the 2017 Availability Period so long as, after giving effect thereto, (i) such 2017 Lender’s 2017 Revolving Credit Exposure will not exceed such 2017 Lender’s 2017 Commitment, and (ii) the sum of the total 2017 Revolving Credit Exposures will not exceed the sum total of the 2017 Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower during may borrow, prepay and reborrow 2017 Revolving Loans. The 2017 Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Certain Funds Period 2017 Revolving Loans made in a principal amount not Pounds may from time to exceed its Bridge Term Loan Commitmenttime be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the 2017 Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. (b) Subject to satisfaction of the terms and conditions set forth herein, each 2016 Lender agrees to make 2016 Revolving Loans to each Borrower in Section 2.01(e)Dollars or any Optional Currency other than Yen from time to time during the 2016 Availability Period so long as, after giving effect thereto, (i) such 2016 Lender’s 2016 Revolving Credit Exposure will not exceed such 2016 Lender’s 2016 Commitment, and (ii) the sum of the total 2016 Revolving Credit Exposures will not exceed the sum total of the 2016 Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow 2016 Revolving Loans. The 2016 Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the 2016 Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the 2016 Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. (i) Subject to the terms and conditions set forth herein, the Borrower2017 Yen Fronting Lenders agree to make 2017 Yen Loans, and ratably in accordance with their 2017 Yen Commitments, to each LenderBorrower from time to time during the 2017 Availability Period so long as, severally and not jointlyafter giving effect thereto, agree that if (A) the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding aggregate principal amount of each outstanding 2017 Yen Loans will not exceed the 2017 Yen Sublimit, (B) the sum of the total 2017 Revolving Credit Exposures will not exceed the sum total of the 2017 Commitments, (C) such 2017 Yen Fronting Lender’s Bridge Term Loan shall immediately after 2017 Revolving Credit Exposure will not exceed such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such 2017 Yen Fronting Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. 2017 Commitment and (cD) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term outstanding 2017 Yen Loans held made by any 2017 Yen Fronting Lender will not exceed such Lender corresponding 2017 Yen Fronting Lender’s 2017 Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow 2017 Yen Loans. The 2017 Yen Loans shall be TIBOR Loans. (ii) Subject to the terms and conditions set forth herein, the 2016 Yen Fronting Lenders agree to make 2016 Yen Loans, ratably in accordance with their 2016 Yen Commitments, to each Borrower from time to time during the 2016 Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of Rollover outstanding 2016 Yen Loans issued by will not exceed the 2016 Yen Sublimit, (B) the sum of the total 2016 Revolving Credit Exposures will not exceed the sum total of the 2016 Commitments, (C) such 2016 Yen Fronting Lender, which corresponding ’s 2016 Revolving Credit Exposure will not exceed such 2016 Yen Fronting Lender’s 2016 Commitment and (D) the aggregate principal amount of the Bridge Term outstanding 2016 Yen Loans made by any 2016 Yen Fronting Lender will not exceed such 2016 Yen Fronting Lender’s 2016 Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow 2016 Yen Loans. The 2016 Yen Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedTIBOR Loans. (diii) For the avoidance If any Event of doubtDefault shall occur and be continuing, the Joint Lead Arrangers and the Lenders that are Affiliates any Yen Fronting Lender of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made either Class may by it available written notice to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day require the Closing Date Lenders of such Class to acquire participations on such Business Day in all or a portion of the Yen Loans of such Class outstanding. Such notice shall specify the aggregate amount of Yen Loans of such Class in which Lenders of such Class will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender of such Class, specifying in such notice such Lender’s Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan or Loans of the applicable Class. Each Lender of the applicable Class hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Yen Fronting Lender, such Lender’s Applicable Percentage of such Yen Loan or Loans of such Class in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders of the relevant Class pro rata according to their Yen Exposures of such Class the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the time set forth in Section 2.03 to Administrative Agent from the extent the Joint Lead Arrangers applicable Borrower (or their affiliates have funded other party on behalf of the applicable Borrower) in respect of such Lender. (e) The ability Loan after receipt by the applicable Yen Fronting Lender of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the following conditions being satisfied: Lenders of the applicable Class that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders of the relevant Class, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Borrower of its obligations in respect of the payment thereof. From and after such purchase, (iA) the outstanding Yen Loans of the applicable Class in which the Lenders of the applicable Class have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (B) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender of either Class shall not have any obligation to acquire a participation in a Yen Loan of such Class pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Yen Loan was made and such Lender shall have notified the Yen Fronting Lenders of any such conversionClass in writing, there shall exist no at least one Business Day prior to the time such Yen Loan was made, that such Event of Default or event that, with notice and/or lapse has occurred and that such Lender will not acquire participations in Yen Loans of time, could become an such Class made while such Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullDefault is continuing.

Commitments. Subject to the terms and conditions set forth herein: (a) Each (i) each Continuing Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge continue its Existing Term Loan Loans under the Previous Credit Agreement as Initial Term B Loans under this Agreement made to the Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Initial Term B Loan Commitment and (ii) each Additional Term Lender agrees to make Initial Term B Loans to the Borrower on the Closing Date in an amount not to exceed such Additional Term Lender’s Initial Term B Loan Commitment.. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed; (b) Subject each Lender agrees to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term make Revolving Facility Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.; (c) Upon each Synthetic L/C Lender agrees to continue its Credit-Linked Deposit under the conversion of Previous Credit Agreement as Credit-Linked Deposit under this Agreement on the Bridge Closing Date; and (d) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans into Rollover Loansto the Borrower, each Lender shall cancel on its records a in an aggregate principal amount of the Bridge not to exceed its Incremental Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Loan Commitment. Amounts borrowed under this Section 2.01(d) and repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (ai) Each each Lender having with a Bridge Closing Date Term A Loan Commitment on the Closing Date made a Term A Loan denominated in Dollars to the Borrower on the Closing Date in a principal amount equal to its Closing Date Term A Loan Commitment and (ii) each Lender agrees to make a Bridge Term A Loan denominated in Dollars to the Borrower during on the Certain Funds Period Acquisition Closing Date (if the Acquisition Closing Date occurs) in a principal amount not to exceed its Bridge Additional Term A Loan Commitment.; provided that the Term A Loans made pursuant to this clause (ii) shall initially take the form of a pro rata increase in the amount of each then outstanding Term A Borrowing such that immediately following the funding of such Term A Loans on the Acquisition Closing Date, all Term A Borrowings are held by the Term A Lenders on a pro rata basis; (b) Subject each Lender agrees to satisfaction make Revolving Facility Loans denominated in Dollars of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Class to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term 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. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow amounts under the Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.; and (c) Upon each Lender having an Incremental Term Loan Commitment agrees, subject to the conversion of terms and conditions set forth in the Bridge applicable Incremental Assumption Agreement, to make Incremental Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans denominated in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Dollars to the Borrower) , in an aggregate principal amount not to enforce the obligations of any Lender that has not made exceed its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderIncremental Term Loan Commitment. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Prior to the Effective Date, certain loans were made to one or more of the Borrowers under the Existing Credit Agreement (including all “Revolving Credit Loans” under (and as defined in) the Existing Credit Agreement) which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.07, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: , (a) Each each US Tranche Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if ) agrees to make US Tranche Revolving Loans to the Bridge Term Loans have not been repaid US Borrowers in full on Dollars from time to time during the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result in (i) such Lender’s US Tranche Revolving Credit Exposure exceeding such Lender’s US Tranche Commitment or (ii) the sum of the total US Tranche Revolving Credit Exposures exceeding the aggregate US Tranche Commitments, (b) each Global Tranche Lender (severally and not jointly) agrees to make Global Tranche Revolving Loans to the then outstanding Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Bridge Term Loans. Rollover Global Tranche Revolving Credit Exposure exceeding such Lender’s Global Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Tranche Revolving Credit Exposures exceeding the aggregate Global Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans will bear interest at a rate determined and Global Tranche LC Exposure, in accordance with Section 2.13. each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans made and outstanding to the Foreign Subsidiary Borrowers, exceeding the Foreign Borrower Sublimit and (c) Upon the conversion of the Bridge each Tranche A Term Loans into Rollover Loans, each Lender shall cancel on its records with a principal amount of the Bridge Tranche A Term Loans held by such Lender corresponding Loan Commitment (severally and not jointly) agrees to make a Tranche A Term Loan to the principal Company in Dollars on the Effective Date, in an amount of Rollover Loans issued by equal to such Lender’s Tranche A Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, which corresponding principal amount of not later than the Bridge Term Loans shall be satisfied time specified by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt. The Company shall ensure that no Loan to Scotts Treasury EEIG may remain outstanding for more than 11.5 months and, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers after any such Loan is repaid, there shall be entitled (in addition to a period of at least two weeks during which Scotts Treasury EEIG has no Loan or other amount outstanding under any Loan Document; provided that the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available Company may deliver a notice to the Administrative Agent on at any time directing that the Closing Date by the time set forth restriction in this Section 2.03 2.01 shall cease to the extent the Joint Lead Arrangers apply with respect to such Loan or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of period as are mentioned in any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullnotice.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Investor hereby commits, subject only to the Borrower during occurrence of the Certain Funds Period Subscription Time in a principal accordance herewith and to the satisfaction or waiver by the Investor in writing of each of the conditions precedent set forth in ARTICLE III, to pay the Cash Funding Amount to ITC Investments (indirectly or directly, as applicable) in accordance with this Agreement. Upon the paying of the Cash Subscription Price to ITC Investments in accordance herewith, and in consideration of such Cash Subscription Price, at the closing of the Subscription, ITC Investments shall issue to Investor (or its Wholly-Owned Affiliate) shares of ITC Investments Common Stock, in an amount not that would cause (after giving pro forma effect to exceed the Merger and the issuance of the Merger Exchange Stock) Investor’s (or its Bridge Term Loan CommitmentWholly-Owned Affiliate’s) Percentage Interest to equal the Subscription Percentage (the “Subscribed Common Stock”). Upon the funding of the Investor Note Amount in accordance herewith, and in consideration of such funds, at the Subscription Time, ITC Investments shall issue to Investor, or its wholly-owned subsidiary, the Investor Shareholder Note in accordance with Section 2.3(a)(ii). (b) Subject FortisUS hereby commits, subject only to satisfaction the occurrence of the conditions set forth Subscription Time and the Effective Time in Section 2.01(e)accordance herewith, to pay the Remaining Cash Consideration and deliver the Merger Stock Consideration to ITC Investments (indirectly or directly, as applicable) in accordance with this Agreement. Upon the paying of the Remaining Subscription Amount and the delivery of the Merger Stock Consideration to ITC Investments in accordance herewith, and in consideration of such Remaining Subscription Amount, the BorrowerMerger Stock Consideration and all other consideration provided by FortisUS and its Affiliates in accordance with the Merger Agreement, and each Lenderat the closing, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount ITC Investments shall issue to FortisUS (or its wholly-owned subsidiary) shares of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date ITC Investments Common Stock in an aggregate principal amount equal that would cause (after giving pro forma effect to the then outstanding principal amount Merger and the issuance of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined the Merger Exchange Stock) FortisUS’ (or its wholly-owned subsidiary’s) Percentage Interest to equal the Remaining Percentage (the “Remaining Common Stock”) in accordance with Section 2.132.3 and Section 2.4. Upon the funding of the FortisUS Note Amount in accordance herewith, and in consideration of such funds, at the Subscription Time, ITC Investments shall issue to FortisUS, or its wholly-owned subsidiary, the FortisUS Shareholder Note in accordance with Section 2.3(a)(iv). (c) Upon All sums payable by Investor or FortisUS hereunder shall be paid in United States dollars by wire transfer of immediately available funds, full, free and clear of any deductions or withholdings for any and all present and future Taxes. If Investor or FortisUS shall be required by any Law to deduct any Taxes from, or in respect of, any sum payable pursuant hereto, (i) the conversion of the Bridge Term Loans into Rollover Loans, each Lender sum payable shall cancel on its records a principal be increased as may be necessary so that after making all required deductions ITC Investments receives an amount of the Bridge Term Loans held by such Lender corresponding equal to the principal sum that would have been received had no such deductions been required, (ii) Investor or FortisUS (as applicable) shall make such deductions, and (iii) Investor or FortisUS (as applicable) shall pay the full amount of Rollover Loans issued by such Lender, which corresponding principal amount of deducted to the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans relevant taxing authority or other authority in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedsuch Law. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein:, each Lender agrees (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan term loans to the Term Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. Dollars (bx) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal for all Term Lenders of at least the Dollar Equivalent of EURO 75 million and (y) from time to time on and after the Closing Date and during the Term Availability Period in an amount not to exceed its Term Loan -56- Commitment at such time PROVIDED, that any Term Loan that is repaid may not be reborrowed; (b) to make revolving loans to the then outstanding Revolving Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount of that will not result in (A) such Lender’s Bridge Term 's Revolving Facility Credit Exposure exceeding such Lender's Revolving Facility Commitment or (B) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, such Revolving Facility Loans to be made in (x) Dollars if to any Revolving Borrower other than a Foreign Subsidiary and (y) in Euros or Dollars, at the election of the applicable Borrower, if to any Foreign Revolving Borrower, provided that the aggregate Revolving Facility Credit Exposure with respect to any Revolving Borrower shall not exceed such Revolving Borrower's Maximum Credit Limit; within the foregoing limits and subject to the terms and conditions set forth herein, the Revolving Borrowers may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.; and (c) Upon to make revolving loans to a CL Borrower (as specified in the conversion of related Borrowing Request if incurred on or after the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal Restructuring Date) in Dollars from time to time during the CL Availability Period in an aggregate amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by that will not result in (A) such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of 's CL Exposure exceeding such Lender. 's Credit-Linked Commitment or (eB) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is CL Exposure exceeding the Total Credit-Linked Commitment; within the foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionCL Borrowers may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers repay and the Lenders shall have been paid in fullreborrow CL Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge with an Initial Term Loan Commitment (each, an “Initial Term Lender”) severally agrees to make a Bridge Term Loan Loans to the Acquisition Borrower during and the Certain Funds Period Refinancing Borrower in a an aggregate principal amount not of all such Term Loans equal to exceed its Bridge the amount of such Lender’s Initial Term Commitment; provided that the amount allocated to the Acquisition Borrower and the amount allocated to the Refinancing Borrower shall be ratably apportioned to such Lenders based on the aggregate amount of Acquisition Term Loans and aggregate amount of Refinancing Term Loans, as indicated in the definitions thereof. Each such Lender, the Acquisition Borrower, the Refinancing Borrower and all other parties hereto further agree that immediately following the Asset Contribution on the Closing Date, (i) the Refinancing Borrower shall assume all the obligations of the Acquisition Borrower with respect to the Acquisition Term Loans (whereupon the Acquisition Borrower will no longer be a Borrower hereunder but will remain a Guarantor hereunder and under the other Loan CommitmentDocuments), (ii) the outstanding principal amount of the Acquisition Term Loans shall be automatically converted into Term Loans of the same Class as the Refinancing Term Loans and (iii) such combined Class of Term Loans (as so combined, the “Initial Term Loans”) shall constitute one fungible Class of Term Loans (including for U.S. Federal income tax purposes). (b) Subject Each Revolving Lender agrees to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term make Revolving Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on from time to time during the Bridge Term Loan Maturity Date Revolving Availability Period in an aggregate principal amount equal to the then outstanding principal amount of which will not result in such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13Revolving Exposure exceeding such Lender’s Revolving Commitment. (c) Upon The Swingline Lender agrees to make Loans (the conversion of the Bridge Term Loans into Rollover “Swingline Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding ”) to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of Borrower from time to time during the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans Revolving Availability Period in accordance with Section 2.01(b)2.23. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Effect of Restatement on Loans and Letters of Credit Under Second Amended and Restated Credit Agreement. (a) Subject to and upon the terms and conditions herein set forth hereinupon the effectiveness of this Agreement on the Second Restatement Effective Date: (i) each Revolving Credit Loan of each Lender under the Original Credit Agreement shall remain outstanding under this Agreement as a Revolving Credit Loan from such Lender to the Parent Borrower; (ii) each Swingline Loan under the Original Credit Agreement shall remain outstanding under this Agreement as a Swingline Loan to the Parent Borrower; (iii) each Existing Letter of Credit shall continue as a Letter of Credit under this Agreement; and (a) Each [Reserved].each New Revolving Credit Loan of each Lender under the Amended and Restated Credit Agreement shall remain outstanding under this Agreement as a New Revolving Credit Loan from such Lender to the Parent Borrower. (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Bridge Term Loan New Revolving Credit Commitment severally agrees to make a Bridge Term Loan loan or loans denominated in Dollars (each a “New Revolving Credit Loan” and, collectively, the “New Revolving Credit Loans”) to the Parent Borrower during on behalf of the Certain Funds Period Borrowers, which New Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Amendment and Restatement Date and prior to the Final Maturity Date, (B) may, at the option of the Parent Borrower on behalf of the Borrowers be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans, provided that all New Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of New Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in a principal 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 Lender’s New Revolving Exposure at such time exceeding such Lender’s New Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount not of the Lenders’ New Revolving Exposures at such time exceeding the lesser of the Borrowing Base and the Total New Revolving Credit Commitment, in each case as then in effect (subject to exceed its Bridge Term Loan CommitmentSection 2.1(e)). (bi) (ii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Final Maturity Date, all New Revolving Credit Loans shall be repaid in full. (c) Subject to satisfaction 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 Original 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 Parent Borrower on behalf of the conditions set forth in Borrowers, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.01(e2.1(d), (iii) shall not exceed at any time outstanding the BorrowerSwingline Commitment, (iv) shall not, after giving effect thereto and each Lenderto the application of the proceeds thereof, severally result at any time in the aggregate amount of the Lenders’ New Revolving Exposures at such time exceeding the lesser of the Borrowing Base and not jointly, agree that if the Bridge Term Loans have not been Total New Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the Bridge Term earlier of (a) 15 Business Days after such Swingline Loan is initially Borrowed and (b) the Swingline Maturity Date, . The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Parent Borrower on behalf of the Bridge Term Loan Maturity Date in an aggregate principal amount equal to Borrowers or any Lender stating that a Default or Event of Default exists and is continuing until such time as the then outstanding principal amount 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 Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Default or Event of Default in accordance with the provisions of Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed14.1. (d) For the avoidance of doubtOn any Business Day, the Joint Lead Arrangers Swingline Lender may, in its sole discretion, give notice to each New Revolving Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of New Revolving Credit Loans, in which case New Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each New Revolving Lender pro rata based on each Lender’s New Revolving Credit Commitment Percentage, and the Lenders proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each New Revolving Lender hereby irrevocably agrees to make such New 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 are Affiliates the amount of the Joint Lead Arrangers 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 New Revolving Credit Commitment or the Borrowing Base 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 any Borrower), each New 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 entitled (necessary to cause the Lenders to share in addition to such Swingline Loans ratably based upon their respective New Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the Borrower) to enforce the obligations of any Lender that has not made its share account of the Loans to be made by it available to Swingline Lender until the Administrative Agent on date the Closing Date by the time set forth in Section 2.03 respective participation is purchased and, to the extent attributable to the Joint Lead Arrangers or their affiliates have funded on behalf purchased participation, shall be payable to such Lender purchasing same from and after such date of such Lenderpurchase. (e) The ability Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 2.1(b)(i)(E) or in Section 7) the Administrative Agent is authorized by the Parent Borrower on behalf of the Borrower Borrowers and the Lenders, from time to automatically convert Bridge Term time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make New Revolving Credit Loans into Rollover that are ABR Loans is subject on behalf of all Lenders to the following Parent Borrower on behalf of the Borrowers, at any time that any condition precedent set forth in Section 7 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the Collateral, or any portion thereof or (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (each such loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate amount of the Lenders’ New Revolving Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances) the aggregate principal amount of all Protective Advances outstanding hereunder would exceed 5% of the Borrowing Base as determined on the date of such proposed Protective Advance; provided further that the aggregate amount of outstanding Protective Advances plus the aggregate New Revolving Exposures at such time shall not exceed the Total New Revolving Credit Commitment as then in effect. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent on behalf of the Secured Parties in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion and under no circumstance shall the Parent Borrower have the right to require that a Protective Advance be made. At any time that the conditions being satisfied:precedent set forth in Section 7 have been satisfied or waived, the Administrative Agent may request the New Revolving Lenders to make a New Revolving Credit Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(f). (if) at Upon the time making of any such conversion, there shall exist no Event a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) ), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its New Revolving Credit Commitment Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s New Revolving Credit Commitment Percentage of all fees due to payments of principal and interest and all proceeds of Collateral received by the Joint Lead Arrangers and the Lenders shall have been paid Administrative Agent in fullrespect of such Protective Advance.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower from time to time during the Certain Funds Availability Period for the Revolving Credit Facility in a an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment (ii) the Total Revolving Credit Exposure exceeding the total Revolving Commitments, or (iii) a violation of the Borrowing Base Covenants. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments hereunder, each “Revolving Lender” under and as defined in the Existing Credit Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and participations under the Existing Credit Agreement in any outstanding Letters of Credit and/or Swingline Loans (if any), in each case in accordance with the Standard Terms and Conditions attached to the Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect to the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the Total Revolving Credit Exposure of each Revolving Lender shall not exceed its Bridge Term Loan Commitmentsuch Lender’s Revolving Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans and participations in any outstanding Letters of Credit and/or Swingline Loans (if any) in accordance with such Lender’s Applicable Percentage in respect of the Revolving Credit Facility. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, Incremental Term Lender severally (and not jointly, agree that if the Bridge ) agrees to make Incremental Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on during the Bridge Availability Period for the Incremental Term Loan Maturity Date Facility in up to three (3) Borrowings in an aggregate principal amount equal not to the then outstanding principal amount of exceed such Incremental Term Lender’s Bridge Incremental Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Commitment. Amounts prepaid or repaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Prior to the Effective Date, certain loans were made to one or more of the Borrowers under the Existing Credit Agreement (including all “Revolving Credit Loans” under (and as defined in) the Existing Credit Agreement) which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.07, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: , (a) Each each US Tranche Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if ) agrees to make US Tranche Revolving Loans to the Bridge Term Loans have not been repaid US Borrowers in full on Dollars from time to time during the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) such Lender’s US Tranche Revolving Credit Exposure exceeding such Lender’s US Tranche Commitment or (ii) the sum of the total US Tranche Revolving Credit Exposures exceeding the aggregate US Tranche Commitments, (b) each Global Tranche Lender (severally and not jointly) agrees to make Global Tranche Revolving Loans to the then outstanding Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Bridge Term Loans. Rollover Global Tranche Revolving Credit Exposure exceeding such Lender’s Global Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Tranche Revolving Credit Exposures exceeding the aggregate Global Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans will bear interest at a rate determined and Global Tranche LC Exposure, in accordance with Section 2.13. each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans made and outstanding to the Foreign Subsidiary Borrowers, exceeding the Foreign Borrower Sublimit and (c) Upon the conversion of the Bridge each Tranche A Term Loans into Rollover Loans, each Lender shall cancel on its records with a principal amount of the Bridge Tranche A Term Loans held by such Lender corresponding Loan Commitment (severally and not jointly) agrees to make a Tranche A Term Loan to the principal Company in Dollars on the Effective Date, in an amount of Rollover Loans issued by equal to such Lender’s Tranche A Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, which corresponding principal amount of not later than the Bridge Term Loans shall be satisfied time specified by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each hereof, each Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan revolving credit loans (“Revolving Credit Loans”) to the Borrower from time to time during the Certain Funds Revolving Credit Commitment Period in a an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate amount of the Protective Advances then outstanding, does not exceed the amount of such Lender’s Revolving Credit Commitment; provided that during the period from the First Availability Date until the Second Availability Date, (A) unless approved by the Administrative Agent, acting in its sole discretion, the Revolving Credit Commitments may only be utilized for the Rollover Letters of Credit and not for Initial Letters of Credit or Initial Revolving Credit Loans and (B) in addition, the aggregate principal amount of Initial Revolving Credit Loans, Rollover Letters of Credit and Initial Letters of Credit outstanding (any Revolving Credit Loans extended during such period, “Initial Revolving Credit Loans” and any Revolving Credit Loans on the Second Availability Date or thereafter, “Final Revolving Credit Loans”) shall not exceed the Interim Revolving Credit Availability Amount; provided further that no Revolving Credit Loans shall be made if, after giving effect to the making of such Revolving Credit Loans, the Total Revolving Credit Exposure would exceed its Bridge Term the lesser of (A) the Borrowing Base then in effect and (B) the Total Revolving Credit Commitments. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10, provided that no Revolving Credit Loan Commitmentshall be made as a Eurodollar Loan after the day that is one month prior to the Maturity Date. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)hereof, the Borrower, and each Lender, Lender severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (agrees to make a Rollover Conversion”) into a term loan (individually a “Rollover Loan” and collectively, the “Rollover Term Loans”) by to the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal to which does not exceed the then outstanding principal amount of such Lender’s Bridge Term Loan Commitment. Term Loans may not be reborrowed once repaid. The Term Loans may only be borrowed in one single borrowing to be made on the Closing Date. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans. Rollover Loans will bear interest at a rate , as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.13Sections 2.2 and 2.10, provided that no Term Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Maturity Date. (c) Upon The Borrower shall repay all outstanding Revolving Credit Loans on the conversion of the Bridge Termination Date. The Borrower shall repay all outstanding Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderTermination Date. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment , each Revolving Lender, severally and not jointly with any other Revolving Lender, agrees to make a Bridge Term Loan Revolving Loans denominated in dollars to the Borrower from time to time during the Certain Funds Revolving Availability Period in a an aggregate principal amount that will not to exceed its Bridge Term Loan Revolving Commitment; provided that each of the Credit Extension Conditions shall be satisfied after giving effect to such any such Revolving Loans. Within the foregoing limits and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each FILO Lender, severally and not jointlyjointly with any other FILO Lender, agree that if the Bridge Term Loans have not been repaid agrees to make a single Loan denominated in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by dollars to the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal to the then outstanding principal amount of such FILO Lender’s Bridge Term FILO Commitment, provided that each of the Credit Extension Conditions shall be satisfied after giving effect to any such FILO Loans. Rollover The FILO Loan Borrowing on the Closing Date shall consist of FILO Loans will bear interest at a rate determined made simultaneously by the FILO Lenders in accordance with Section 2.13their respective FILO Commitments. FILO Loans to the Borrower that are repaid or prepaid may not be reborrowed. (c) Upon Subject to the conversion terms and conditions set forth herein and in any Incremental Facility Amendment, Loan Modification Agreement and/or Refinancing Amendment, as the case may be, each Term Lender, severally and not jointly with any other Term Lender, agrees to make a single Term Loan denominated in dollars to the Borrower on date specified in the applicable Incremental Facility Amendment, Loan Modification Amendment and/or Refinancing Amendment in the amount of such Term Lender’s applicable Incremental Term Commitment, Loan Modification Term Commitment or Refinancing Term Commitment, provided that each of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans Credit Extension Conditions shall be satisfied after giving effect to any such Term Loans. Each Term Loan Borrowing in connection with any applicable Incremental Facility Amendment, Loan Modification Offer and/or Refinancing Amendment on the relevant date specified therein shall consist of Term Loans of the same Class made simultaneously by the conversion of such Bridge Term Loans into Rollover Loans Lenders in accordance with Section 2.01(b)their respective Incremental Term Commitment, Loan Modification Term Commitment or Refinancing Term Commitment, as applicable. Amounts All Term Loans to the Borrower that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For Except as expressly provided herein or in the avoidance of doubtrelevant documents (in accordance with the terms hereof), the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers all Other Revolving Commitments effected pursuant to any Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment, as applicable, shall be entitled (in addition subject to the Borrower) same terms and conditions as the then existing Revolving Commitments of each applicable Class. After giving effect to enforce any Other Revolving Commitments, all Borrowings under the obligations Revolving Commitments (including any such Other Revolving Commitments), participations in Letters of any Lender that has not made its share of the Credit and Swingline Loans to and repayments thereunder shall be made by it available on a pro rata basis according to each Revolving Lender’s Applicable Revolving Percentage across all Classes of Revolving Commitments (except for (x) any payments of interest and fees at different rates on any Other Revolving Commitments (and related Loans thereunder), (y) repayments required upon the Administrative Agent on the Closing applicable Revolving Maturity Date by the time of other Revolving Credit Commitments and (z) except as otherwise expressly set forth in Section 2.03 the applicable Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment, subject to the extent provisions contained herein). If any Other Revolving Commitments are effected pursuant to any Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment, as applicable, effective hereunder, on each applicable Revolving Maturity Date, the Joint Lead Arrangers or their affiliates have funded on behalf Borrower shall make prepayments of Revolving Loans and shall Cash Collateralize Letters of Credit, such that, after giving effect to such prepayments and such provision of Cash Collateral, the aggregate Total Revolving Outstandings as of such Lenderdate will not exceed the aggregate applicable remaining Revolving Commitments of each other remaining Class of the Revolving Lenders (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the applicable Total Revolving Outstandings would exceed the aggregate amount of the remaining Classes of Revolving Commitments as described above. Notwithstanding the foregoing, the Borrower may Refinance all or any portion of any Class of Revolving Commitments (and prepay or otherwise Refinance the Loans and other extensions of credit outstanding thereunder) pursuant to Section 6.01(a)(i) without Refinancing any other Class of Revolving Commitments (or the Loans and other extensions of credit outstanding thereunder). (e) The ability In connection with the establishment of any Incremental Revolving Commitment pursuant to Incremental Facility Amendment or Other Revolving Commitments effected pursuant to any Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment for any applicable Class of Revolving Loans, the relevant Applicable Percentages with respect to all Classes of Revolving Commitments shall be readjusted without any further action or consent of any other party, to reflect such new Class of Revolving Commitments or increase in any existing Revolving Commitment Series or Other Revolving Commitments. In connection with the foregoing, the Revolving Lenders shall immediately after giving effect to the readjusted Applicable Revolving Percentages purchase and assign at par such amounts of the Borrower to automatically convert Bridge Term Revolving Loans into Rollover outstanding at such time as the Administrative Agent may require such that all of the Revolving Lenders effectively participate in each of the outstanding Revolving Loans is subject to the following conditions being satisfied: (i) at the time on a pro rata basis in accordance with their readjusted Applicable Revolving Percentages across all Classes of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have been paid not apply to the transactions effected pursuant to the immediately preceding sentence or as provided in fullclause (d) above. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each herein and in Amendment No. 1, each Term Lender having a Bridge with an Initial Term Loan Commitment severally agrees to make a Bridge Term Loan to the Borrower during denominated in Dollars on the Certain Funds Period Amendment No. 1 Effective Date in a principal amount not equal to exceed its Bridge Initial Term Loan CommitmentCommitment (the “Initial Term Loans”). (b) Subject During the Revolving Commitment Period, subject to satisfaction the terms and conditions hereof, each Lender with an Initial Revolving Commitment severally agrees to make Revolving Loans in Dollars or one or more Alternative Currencies in an aggregate amount up to but not exceeding such Lender’s Initial Revolving Commitment; provided that after giving effect to the making of any Revolving Loans (i) in no event shall the Total Utilization of Revolving Commitments exceed the Initial Revolving Commitments then in effect and (ii) in no event shall the Total Utilization of Alternative Currency Revolving Commitments exceed the Alternative Currency Sublimit. Amounts borrowed pursuant to this Section 2.01(b) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Initial Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Initial Revolving Loans and all other amounts owed hereunder with respect to the Initial Revolving Facility and the Initial Revolving Commitments shall be paid in full no later than such date. (c) During the Revolving Commitment Period, subject to the terms and conditions set forth hereof, each Swingline Loan Lender agrees to make Swingline Loans in Section 2.01(e)Dollars to the Borrower at any time or from time to time after the Closing Date to, but not including, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Revolving Commitment Termination Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal up to but not exceeding the Swingline Loan Lender’s Swingline Loan Commitment; provided that after giving effect to such Swingline Loan, in no event shall (x) the Total Utilization of Revolving Commitments exceed the Initial Revolving Commitments then in effect or (y) the Outstanding Amount of all Swingline Loans exceed the Swingline Loan Commitment then in effect; provided, further, that after giving effect to such Swingline Loan, if the Outstanding Amount of all Swingline Loans of the Swingline Loan Lender, plus the aggregate Outstanding Amount of all Revolving Loans of, and L/C Obligations issued by, such Swingline Loan Lender is in excess of such Xxxxxx’s Revolving Commitment, such Swingline Loan shall be made at the Swingline Loan Lender’s sole discretion. Within such limits of time and amount and subject to the then outstanding principal amount other provisions of such Lender’s Bridge Term Loansthis Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.01(c). Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Base Rate Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedor Daily Simple SOFR Loans, as further provided herein. (d) For Subject to the avoidance terms and conditions set forth in Amendment No. 2, each of doubtthe following Term B Xxxxxxx severally agrees to make to the Borrower on the Amendment No. 2 Effective Date, loans (collectively, the Joint “Term B Loans”) denominated in Dollars as follows: (1) each Consenting Term Lender that elects the “Consent and Cashless Amendment” option on its Initial Term Lender Consent agrees to have all of its outstanding Initial Term Loans (or such lesser amount as may be notified to such Consenting Term Lender by the Amendment No. 2 Lead Arrangers and prior to the Lenders that are Affiliates Amendment No. 2 Effective Date) converted into a like principal amount of Term B Loans effective as of the Joint Lead Arrangers shall be entitled Amendment No. 2 Effective Date, (in addition 2) each Additional Term B Lender severally agrees to make to the Borrower, loans (collectively, the “Additional Term B Loans”) denominated in Dollars in an aggregate amount equal to enforce the obligations amount of any such Additional Term B Lender’s Additional Term B Commitment and (3) each Consenting Term Lender that has not made elects the “Consent and Post-Closing Settlement” option on its share Initial Term Lender Consent agrees to have the entire amount of its outstanding Initial Term Loans prepaid at par on the Amendment No. 2 Effective Date and following the Amendment No. 2 Effective Date, such Consenting Term Lender (or its designated Affiliate, if agreed by the Amendment No. 2 Lead Arrangers) shall purchase by assignment Term B Loans in an equal principal amount as its outstanding Initial Term Loans or such lesser amount allocated to such Consenting Term Lender by the Amendment No. 2 Lead Arrangers. Amounts paid or prepaid in respect of the Term B Loans may not be re-borrowed. Each Consenting Term Lender hereby agrees to be made by it available waive any entitlement to any breakage loss or expenses due under Section 2.16 with respect to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf repayment of such Lender. (e) The ability of the Borrower to automatically convert Bridge its Initial Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall it holds as a Term Lender which have been paid in fullreplaced with Term B Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term ) agrees to make Revolving Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on in Dollars from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, provided that it is understood and agreed that, (x) prior to the then Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date; (b) on the Term A-1 Commitment Effective Date, the Term A-1 Lenders party to the Existing Credit Agreement advanced (on a several, not joint, basis) to the Borrower a Term A-1 Loan in an aggregate principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined $250,000,000 (which, immediately prior to the Restatement Effective Date, had an outstanding balance of $250,000,000), in accordance with Section 2.13.such Term A-1 Lenders’ Term A-1 Loan Commitment at such time; (c) Upon on the conversion of Term A-2 Commitment Effective Date, the Bridge Term Loans into Rollover LoansA-2 Lenders party to the Existing Credit Agreement advanced (on a several, each Lender shall cancel on its records not joint, basis) to the Borrower a Term A-2 Loan in an aggregate principal amount of the Bridge Term Loans held by such Lender corresponding $300,000,000 (which, immediately prior to the principal amount Restatement Effective Date, had an outstanding balance of Rollover Loans issued by such Lender$300,000,000), which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)such Term A-2 Lenders’ Term A-2 Loan Commitment at such time; and (d) each Term A-3 Lender with a Term A-3 Loan Commitment (severally and not jointly) agrees, until the Term A-3 Commitment Termination Date, to make a Term A-3 Loan to the Borrower in Dollars on the Term A-3 Commitment Effective Date, in an amount equal to such Lender’s Term A-3 Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover the Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if agrees to make Revolving Loans, denominated in dollars, to any Borrower from time to time during the Bridge Term Loans have not been repaid in full on Availability Period for the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Facility Commitments in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (ii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Designated Currency Lender agrees to make Loans denominated in any Designated Currency to any Borrower from time to time during the Availability Period for the Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (iii) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Designated Currency Commitment, (iv) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans. Rollover , Revolving Canadian Dollar Loans will bear interest at a rate determined in accordance with Section 2.13and Revolving Yen Loans exceeding $300,000,000, (v) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (vi) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (c) Upon Subject to the conversion terms and conditions set forth herein, each Yen Lender agrees to make Loans denominated in Yen to any Borrower from time to time during the Availability Period for the Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (vii) the Dollar Equivalent of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term Revolving Yen Loans held by such of any Yen Lender corresponding to the principal amount of Rollover Loans issued by exceeding such Lender’s Yen Commitment, which corresponding principal (viii) the aggregate amount of the Bridge Term Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans, Revolving Canadian Dollar Loans shall be satisfied by and Revolving Yen Loans exceeding $300,000,000, (ix) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (x) the conversion sum of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedthe total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) For Within the avoidance of doubt, the Joint Lead Arrangers foregoing limits and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrowers may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge , each Term Loan Commitment A Lender agrees to make a Bridge Term Loan term loans to the Borrower during on the Certain Funds Period Closing Date (the “Term Loan A Loans”) in a U.S. Dollars in an aggregate principal amount not equal to exceed its Bridge such Term Loan A Lender’s respective Term Loan A Commitment. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be re-borrowed. Each Lender’s Term Loan A Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan A Commitment on such date. The Borrower may make only one borrowing under the Term Loan A Facility, which shall be on the Closing Date. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by B Lender agrees to make term loans to the Borrower on the Bridge Closing Date (the “Term Loan Maturity Date B Loans”) in U.S. Dollars in an aggregate principal amount equal to such Term Loan B Lender’s respective Term Loan B Commitment. Any amount borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be re-borrowed. Each Lender’s Term Loan B Commitment shall terminate immediately and without further action on the then outstanding principal amount Closing Date after giving effect to the funding of such Lender’s Bridge Term LoansLoan B Commitment on such date. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13The Borrower may make only one borrowing under the Term Loan B Facility, which shall be on the Closing Date. (c) Upon Subject to the conversion of the Bridge Term Loans into Rollover Loansterms and conditions set forth herein, each Revolving Facility Lender shall cancel on its records a principal amount of agrees to make revolving loans (the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans “Revolving Facility Loans”) in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition U.S. Dollars to the Borrower, in each case from time to time during the Availability Period in an aggregate principal amount that will not result in (i) to enforce such Revolving Facility Lender’s Revolving Facility Credit Exposure exceeding such Revolving Facility Lender’s Revolving Facility Commitment and (ii) the obligations of any Lender that has not made its share of Revolving Facility Credit Exposure exceeding the Loans to be made by it available to total Revolving Facility Commitments. Within the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrower may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Facility Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to Borrower and Guarantors hereby acknowledge and agree that as of the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to effective date of this Amendment and following satisfaction of the all conditions set forth in Section 2.01(e)thereto as provided herein, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan Commitment shall immediately after such latest specified time for paymentbe the amount set forth on Schedule 1.1 attached hereto. In connection with the Increase, automatically be converted each of Bank of Montreal, Regions Bank, Bank of America, N.A. and Comerica Bank (a Rollover Conversion”) into a loan (each individually a “Rollover LoanNew Lender” and collectively, the “Rollover LoansNew Lenders”) by shall be issued a Revolving Credit Note in the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal face amount of such Lender’s Bridge Term Loansits Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and each New Lender shall be a Lender under the Credit Agreement. Rollover Loans KeyBank shall be issued a replacement Revolving Credit Note in the amount of its Commitment, and KeyBank will bear interest at promptly return to Borrower its existing Revolving Credit Note in the principal face amount of $50,000,000.00 marked “Replaced”. (b) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the Swing Loan Commitment shall be increased from $5,000,000.00 to $20,000,000.00. In connection with the increase of the Swing Loan Commitment, KeyBank shall be issued a rate determined replacement Swing Loan Note in accordance with Section 2.13the principal face amount of $20,000,000.00 (the “Replacement Swing Loan Note”), and upon acceptance of the Replacement Swing Loan Note by KeyBank it will be the “Swing Loan Note” under the Credit Agreement. KeyBank will promptly return to Borrower the existing Swing Loan Note in the principal face amount of $5,000,000.00 marked “Replaced”. (c) Upon By its signature below, each New Lender, subject to the conversion terms and conditions hereof, hereby agrees to perform all obligations with respect to its respective Commitment as if such New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Commitment as required under §2.1 of the Bridge Term Credit Agreement, the obligation to pay amounts due in respect of Swing Loans as set forth in §2.5 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.10 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. Each New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 14 of the Credit Agreement. Further, each New Lender acknowledges that it has, independently and without reliance upon the Agent, or on any affiliate or subsidiary thereof or any other Lender and based on the financial statements supplied by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Except as expressly provided in the Credit Agreement, the Agent shall have no duty or responsibility whatsoever, either initially or on a continuing basis, to provide any New Lender with any credit or other information with respect to the Borrower or Guarantors or to notify any New Lender of any Default or Event of Default. No New Lender has relied on the Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder. Each New Lender (i) represents and warrants as to itself that it is legally authorized to, and has full power and authority to, enter into Rollover this agreement and perform its obligations under this agreement; (2) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (3) agrees that it has and will, independently and without reliance upon any Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Revolving Credit Loans, each Lender shall cancel the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the Collateral and other assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (4) appoints and authorizes the Agent to take such action as agent on its records a principal amount behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Bridge Term Loans held Loan Documents; and (5) agrees that, by such Lender corresponding this agreement, it has become a party to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans and will perform in accordance with Section 2.01(b)their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Amounts repaid in respect of Rollover Each New Lender acknowledges and confirms that its address for notices and Lending Office for Revolving Credit Loans may not be reborrowedare as set forth on the signature pages hereto. (d) For On the avoidance effective date of doubt, this Amendment the Joint Lead Arrangers outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. Each of those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders that are Affiliates whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderoutstanding Revolving Credit Loans. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if agrees to make Revolving Loans, denominated in dollars, to any Borrower from time to time during the Bridge Term Loans have not been repaid in full on Availability Period for the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Facility Commitments in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Loans. Rollover Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (ii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Designated Currency Lender agrees to make Loans denominated in any Designated Currency to any Borrower from time to time during the Availability Period for the Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will bear interest at a rate determined not result in accordance with Section 2.13(i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Designated Currency Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $200,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (c) Upon Subject to the conversion terms and conditions set forth herein, each Yen Lender agrees to make Loans denominated in Yen to any Borrower from time to time during the Availability Period for the Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term Revolving Yen Loans held by such of any Yen Lender corresponding to the principal amount of Rollover Loans issued by exceeding such Lender’s Yen Commitment, which corresponding principal (ii) the aggregate amount of the Bridge Term Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans shall be satisfied by and Revolving Yen Loans exceeding $200,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the conversion sum of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedthe total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) For Within the avoidance of doubt, the Joint Lead Arrangers foregoing limits and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrowers may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions set forth herein: , each relevant Lender agrees (ai) Each Lender having to severally make a Bridge Tranche B Incremental Term Loan Commitment agrees (or, pursuant to make paragraph (b) below, to convert all or a Bridge part of such Lender’s Old Tranche C Term Loan into a Tranche B Incremental Term Loan hereunder) in Dollars to the Parent Borrower during on the Certain Funds Period Amendment/Restatement Effective Date in a principal amount not equal to exceed its Bridge Term Loan Tranche B Incremental Commitment. , (bii) Subject to satisfaction of severally make Domestic Revolving Loans in Dollars to the conditions set forth in Section 2.01(e), Parent Borrower from time to time during the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Domestic Revolving Availability Period in an aggregate principal amount equal that will not result in such Lender’s Domestic Revolving Exposure exceeding such Lender’s Domestic Revolving Commitment and (iii) to severally make Global Revolving Loans in Dollars or one or more Qualified Global Currencies (as specified in the then Borrowing Requests with respect thereto) to any Borrower from time to time during the Global Revolving Availability Period in an aggregate principal amount that will not result in (A) such Lender’s Global Revolving Exposure exceeding such Lender’s Global Revolving Commitment or (B) the aggregate outstanding principal amount of such Lender’s Bridge Canadian Dollar Loans at such time exceeding such Lender’s Canadian Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Domestic Revolving Loans and any Borrower may borrow, prepay and reborrow Global Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. All Tranche A Term Loans. Rollover , Tranche B Term Loans, Domestic Revolving Loans, Global Revolving Loans will bear interest at a rate determined and Letters of Credit outstanding under the Existing Credit Agreement on the Amendment/Restatement Effective Date shall remain outstanding to the Parent Borrower in accordance with Section 2.13the currency in which they were made or issued, as applicable, hereunder on the terms set forth herein. (cb) Upon Notwithstanding the conversion foregoing, in connection with the making of any Tranche B Incremental Term Loan pursuant to paragraph (a)(i) above, by delivering notice to the Administrative Agent, any Lender of Old Tranche C Term Loans may elect to convert all or part of the Bridge outstanding principal amount of such Lender’s Old Tranche C Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of Tranche B Incremental Term Loans hereunder equal to the Bridge principal amount so converted. On the Amendment/Restatement Effective Date, such Old Tranche C Term Loans shall be converted for all purposes of this Agreement into Tranche B Incremental Term Loans hereunder, and the Administrative Agent shall record in the Register the aggregate amount of Old Tranche C Term Loans converted into Tranche B Incremental Term Loans. Any notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify (i) the amount of such Lender’s Tranche B Incremental Commitment and (ii) the principal amount of Old Tranche C Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderconverted into Tranche B Incremental Term Loans. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: herein and, in the 2019 Incremental Assumption Agreement and in the 2020 Incremental Assumption Agreement, (a) Each each Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Incremental Term Commitment, (b) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in dollars from time to time during the Certain Funds Revolving Availability Period in a an aggregate principal amount which will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, (c) each 2019 Incremental Effective Date Term Lender agrees to make 2019 Incremental Effective Date Term Loans in dollars on the 2019 Incremental Effective Date in an aggregate principal amount not to exceed its Bridge 2019 Incremental Effective Date Term Loan Commitment. (b) Subject to satisfaction ; provided that upon the borrowing of the conditions set forth in Section 2.01(e)2019 Incremental Effective Date Term Loans, the Borrowerthese shall have identical terms as, and each Lender, severally shall automatically be part of the same fungible Class as (and not jointly, agree that if the Bridge Borrower and the Administrative Agent shall make such modifications to the terms thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans and, (d) each 2019 Delayed Draw Incremental Term Lender agrees to make 2019 Delayed Draw Incremental Term Loans at any time during the 2019 Delayed Draw Availability Period in an aggregate amount not to exceed its 2019 Delayed Draw Incremental Term Loan Commitment; provided that upon the borrowing of the 2019 Delayed Draw Incremental Term Loans, these shall have not been repaid identical terms as, and shall automatically be part of the same fungible Class as (and the Borrower and the Administrative Agent shall make such modifications to the terms thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans and (e) each 2020 Incremental Effective Date Term Lender agrees to make 2020 Incremental Effective Date Term Loans in full dollars on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity 2020 Incremental Effective Date in an aggregate principal amount equal not to exceed its 2020 Incremental Effective Date Term Loan Commitment; provided that upon the then outstanding principal amount borrowing of such Lender’s Bridge the 2020 Incremental Effective Date Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion , these shall have identical terms as, and shall automatically be part of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. same fungible Class as (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to Borrower and the Administrative Agent on the Closing Date by the time set forth in Section 2.03 shall make such modifications to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of terms thereof as reasonably necessary to ensure such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.fungibility)

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if agrees to make Revolving Loans, denominated in dollars, to any Borrower from time to time during the Bridge Term Loans have not been repaid in full on Availability Period for the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Facility Commitments in an aggregate principal amount equal that will not result in (i) such Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (ii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (b) Subject to the then outstanding terms and conditions set forth herein, each Designated Currency Lender agrees to make Loans denominated in any Designated Currency to any Borrower from time to time during the Availability Period for the Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Bridge Term Loans. Rollover 's Designated Currency Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans will bear interest at a rate determined in accordance with Section 2.13and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (c) Upon Subject to the conversion terms and conditions set forth herein, each Yen Lender agrees to make Loans denominated in Yen to any Borrower from time to time during the Availability Period for the Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term Revolving Yen Loans held by such of any Yen Lender corresponding to the principal amount of Rollover Loans issued by exceeding such Lender's Yen Commitment, which corresponding principal (ii) the aggregate amount of the Bridge Term Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans shall be satisfied by and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (iv) the conversion sum of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedthe total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) For Within the avoidance of doubt, the Joint Lead Arrangers foregoing limits and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrowers may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Lender having a Bridge Term A-1 Loan Commitment on the Restatement Date severally agrees to make a Bridge Term Loan A-1 Loans to Products on the Borrower during the Certain Funds Period Restatement Date in a principal amount not to exceed its Bridge Term A-1 Loan Commitment.; (b) Subject each Lender having a Term A-2 Loan Commitment on the Restatement Date severally agrees to satisfaction of make Term A-2 Loans to Performance Fibers on the Restatement Date in a principal amount not to exceed its Term A-2 Loan Commitment; (c) each Lender having an Incremental Commitment agrees, subject to the terms and conditions set forth in Section 2.01(e)the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid applicable Borrower in full on the Bridge Term Loan Maturity Date, the then outstanding an aggregate principal amount not to exceed its Incremental Commitment; and (d) (x) each USD Revolving Facility Lender severally agrees to make USD Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s USD Revolving Facility Commitment, provided, however, that after giving effect to any USD Revolving Facility Borrowing, (i) the USD Revolving Facility Credit Exposure shall not exceed the USD Revolving Facility Commitments and (ii) the USD Revolving Facility Credit Exposure of any USD Revolving Facility Lender shall not exceed such Lender’s USD Revolving Facility Commitment; and (y) each Multicurrency Revolving Facility Lender severally agrees to make Multicurrency Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Multicurrency Revolving Facility Commitment, which Multicurrency Revolving Facility Loans (other than Base Rate Loans) may at the election of the applicable Revolving Facility Borrower be denominated in Dollars or a Foreign Currency, provided, however, that after giving effect to any Multicurrency Revolving Facility Borrowing, (i) the Multicurrency Revolving Facility Credit Exposure shall not exceed the Multicurrency Revolving Facility Commitments and (ii) the Multicurrency Revolving Facility Credit Exposure of any Multicurrency Revolving Facility Lender shall not exceed such Lender’s Multicurrency Revolving Facility Commitment. Within the limits of each Lender’s Bridge Term Loan shall immediately after such latest specified time for paymentUSD Revolving Facility Commitment or Multicurrency Revolving Facility Commitment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” as applicable, and collectivelysubject to the other terms and conditions hereof, the “Rollover Loans”) by Revolving Facility Borrowers may borrow under this Section 2.01(d), prepay under Section 2.11 and reborrow under this Section 2.01(d); provided, further, the Borrower Revolving Facility Borrowers may only borrow Revolving Facility Loans on the Bridge Term Loan Maturity Restatement Date in an aggregate principal amount equal to not in excess of $50,000,000 (excluding any Letters of Credit outstanding on such date) (any such borrowing, the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13“Initial Revolver Draw”). (ce) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid or prepaid in respect of Rollover Term A-1 Loans or Term A-2 Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the applicable Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Xxxxxx’s Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the applicable Facility Termination Date applicable to the Swingline Lender, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount of such Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Bridge Term Loans. Rollover Loans will bear interest Outstanding Credit Exposure would exceed its Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion such time,; provided that no Advance of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Facility Termination Date by the time set forth in Section 2.03 applicable to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Swingline Lender. (e) The ability of , provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.repay outstanding Swingline Loans. 15524773v115524773v5

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Initial Revolving Lender having a Bridge Term Loan holding an Initial Revolving Credit Commitment severally agrees to make a Bridge Term Loan Initial Revolving Loans to the Borrower in dollars from time to time during the Certain Funds Initial Revolving Availability Period in a an aggregate principal amount that will not result in such Initial Revolving Lender’s aggregate Initial Revolving Loans exceeding such Initial Revolving Lender’s Initial Revolving Credit Commitment and (ii) each Extending Lender severally agrees to make Extended Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Extending Lender’s aggregate Extended Revolving Loans exceeding such Extending Lender’s Extended Revolving Credit Commitment and (iii) each Incremental Revolving Lender severally agrees to make Incremental Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Incremental Revolving Lender’s aggregate Incremental Revolving Loans exceeding such Incremental Revolving Lender’s Incremental Revolving Credit Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Revolving Credit Exposure exceed its Bridge Term Loan Commitmentthe Revolving Credit Commitments then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Each Revolving Lender’s Revolving Credit Commitment shall expire on the applicable Revolving Facility Maturity Date, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be paid in full no later than such date. (b) Subject to satisfaction of the terms and conditions set forth herein (i) each Initial Term B Lender severally agrees to make Initial Term B Loans to the Borrower in Section 2.01(e), dollars during the BorrowerInitial Term B Availability Period in an amount not to exceed such Initial Term B Lender’s Initial Term B Loan Commitment, and (ii) each Lender, severally and not jointly, agree that if the Bridge Incremental Term Loan Lender with an Incremental Term Loan Commitment agrees to make Incremental Term Loans have not been repaid to the Borrower in full dollars on the Bridge Term Loan Maturity Date, relevant borrowing date or during the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date relevant availability period in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge applicable Incremental Term LoansLoan Commitment. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by All such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied made on the applicable date by making immediately available funds available to the Administrative Agent’s designated account or to such other account or accounts as may be designated in writing to the Administrative Agent by the conversion Borrower, not later than the time specified by the Administrative Agent. The full amount of such Bridge the Initial Term Loans into Rollover Loans B Loan Commitments may be drawn in accordance with Section 2.01(b)three separate drawings during the Initial Term B Availability Period. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. . On each date of incurrence of any Initial Term B Loans (d) For and after giving effect to the avoidance of doubtincurrence thereof), the Joint Lead Arrangers and Initial Term B Loan Commitment of each Initial Term B Lender shall be reduced by the Lenders that are Affiliates aggregate principal amount of the Joint Lead Arrangers shall be entitled (in addition to Initial Term B Loan made by such Initial Term B Lender on such date. In addition, on the Borrower) to enforce the obligations of any Lender that has not made its share last day of the Initial Term B Availability Period (after giving effect to any incurrence of Initial Term B Loans to be made by it available to on such day), the Administrative Agent on the Closing Date by the time set forth in Section 2.03 Initial Term B Loan Commitment of each Initial Term B Lender shall terminate (to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lendernot theretofore terminated). (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , including, without limitation, Section 2.01(d) below, each Revolving Lender severally (aand not jointly) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans in dollars to the Borrower from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of for the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Revolving Credit Facility in an aggregate principal amount equal that will not result in (A) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment and (B) the Total Revolving Credit Exposure exceeding the total Revolving Commitments. Within the foregoing limits and subject to the then outstanding terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Upon the expiration of the Availability Period for the Revolving Facility, the commitments of the Revolving Lenders to make Revolving Loans shall irrevocably cease. ​ (b) As of the Effective Date, there exist no Initial Term Commitments. Subject to the terms and conditions set forth herein, including, without limitation, Section 2.01(d) below, if any Initial Term Commitments are hereafter established, then, upon the establishment of such Initial Term Commitments, each Initial Term Lender severally (and not jointly) agrees to make Initial Term Loans to the Borrower from time to time during the Availability Period established for the Initial Term Facility in an aggregate principal amount that will not result in (A) such Lender’s Initial Term Loans exceeding such Lender’s Initial Term Commitment and (B) the total amount of all Initial Term Loans exceeding the total Initial Term Commitments. Upon an Initial Term Lender’s funding of any Initial Term Loan, the Initial Term Commitment of such Initial Term Lender shall be immediately reduced by the principal amount of such Lender’s Bridge Initial Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Loan so funded. Amounts prepaid or repaid in respect of Rollover Initial Term Loans may not be reborrowed. (d) For . Upon the avoidance expiration of doubtany Availability Period hereafter established for the Initial Term Facility, the Joint Lead Arrangers and the Lenders that are Affiliates commitments of the Joint Lead Arrangers shall be entitled (in addition Initial Term Lenders to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge make Initial Term Loans into Rollover Loans is subject shall irrevocably cease. Amounts borrowed under this Section 2.01(b) are collectively referred to as the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full“Initial Term Loan”.

Commitments. Subject to the terms and conditions set ----------- forth herein: (a) each Dollar Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount (i) that will not result in such Lender's Revolving Dollar Credit Exposure exceeding such Lender's Dollar Sub-Commitment and (ii) that will not result in the sum of the aggregate amount of the Revolving Credit Exposures of all of the Lenders plus the aggregate principal amount of all ---- Pari Passu Debt then outstanding plus the aggregate principal amount (as ---- defined in the definition of "Material Indebtedness" herein) of the obligations of the Borrower and its Subsidiaries under Hedging Agreements exceeding the Borrowing Base; and (b) each Multicurrency Lender agrees to make Revolving Loans to the Borrower in Dollars or one or more Approved Foreign Currencies from time to time during the Availability Period in an aggregate principal amount (i) that will not result in such Lender's Revolving Multicurrency Credit Exposure exceeding such Lender's Multicurrency Sub-Commitment and (ii) that will not result in the sum of the aggregate amount of the Revolving Credit Exposures of all of the Lenders plus the aggregate principal amount of all ---- Pari Passu Debt then outstanding plus the aggregate principal amount (as ---- defined in the definition of "Material Indebtedness" herein) of the obligations of the Borrower or any of its Subsidiaries under Hedging Agreements exceeding the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein: (a) Each , the Borrower may borrow, prepay and reborrow Revolving Loans. In the event that any loans under the Existing Credit Agreement shall be outstanding on the Effective Date, then on the Effective Date the Borrower shall borrow Dollar Loans, and prepay Loans outstanding under the Existing Credit Agreement, in such amounts as shall be necessary so that the Dollar Loans are held hereunder pro rata in accordance with the respective Dollar Sub- Commitments of the Dollar Lenders. Any payments in respect of any Eurodollar Loans under the Existing Credit Agreement made to any Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan party to the Borrower during Existing Credit Agreement that is received on any day other than the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction last day of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan Interest Period relating thereto shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) subject to indemnification by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal pursuant to the then outstanding principal amount provisions of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion 2.15 of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedExisting Credit Agreement. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. To the extent that prior to the Restatement Effective Date, “Revolving Loans” were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”), subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Restatement Effective Date, but subject to the reallocation and other transactions described in Section 1.06, the Existing Revolving Loans shall be re-evidenced as Revolving Loans of a particular Class under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: (a) Each each 2020 Dollar Tranche Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term ) agrees to make 2020 Dollar Tranche Revolving Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on in Dollars from time to time during the Bridge Term Loan Maturity Date 2020 Availability Period in an aggregate principal amount equal that will not result in (i) such Lender’s 2020 Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 2020 Dollar Tranche Commitment, (ii) the total 2020 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2020 Dollar Tranche Commitments, (iii) the sum of the total 2020 Dollar Tranche Revolving Credit Exposures plus the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; (b) each 2023 Dollar Tranche Lender (severally and not jointly) agrees to make 2023 Dollar Tranche Revolving Loans to the then outstanding Borrower in Dollars from time to time during the 2023 Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 2023 Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 2023 Dollar Tranche Commitment, (ii) the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2023 Dollar Tranche Commitments, (iii) the sum of the total 2020 Dollar Tranche Revolving Credit Exposures plus the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; (c) each 2020 Multicurrency Tranche Lender (severally and not jointly) agrees to make 2020 Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the 2020 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Bridge Term Loans. Rollover 2020 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2020 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2020 Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures plus the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments, (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (v) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans will bear interest at a rate determined and Multicurrency Tranche LC Exposure, in accordance with Section 2.13.each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit; and (cd) Upon each 2023 Multicurrency Tranche Lender (severally and not jointly) agrees to make 2023 Multicurrency Tranche Revolving Loans to the conversion Borrower in Agreed Currencies from time to time during the 2023 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 2023 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2023 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the Bridge Term Loans into Rollover Loanstotal 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2023 Multicurrency Tranche Commitments, each Lender shall cancel on its records a principal amount (iii) subject to Sections 2.04 and 2.11(b), the sum of the Bridge Term Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures plus the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments, (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (v) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans held by such Lender corresponding and Multicurrency Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit. Within the foregoing limits and subject to the principal amount of Rollover terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Prior to the Restatement Effective Date, certain “Revolving Loans” were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, each Borrower and each of the Lenders agree that on the Restatement Effective Date, but subject to the reallocation and other transactions described in Section 1.05, the Existing Revolving Loans shall be re- evidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: , (a) Each each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if ) agrees to make Revolving Loans to the Bridge Term Loans have not been repaid Borrowers in full on Agreed Currencies from time to time during the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result in (i) subject to Sections 2.04 and 2.11(b), the then outstanding principal amount Dollar Amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (cii) Upon subject to Sections 2.04 and 2.11(b), the conversion sum of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount Dollar Amount of the Bridge total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, and (b) each Term Loans held by such Lender corresponding with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the principal Company in Dollars on the Restatement Effective Date, in an amount of Rollover Loans issued by equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, which corresponding principal amount of not later than the Bridge Term Loans shall be satisfied time specified by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein:, each Lender agrees (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan term loans to the Term Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. Dollars (bx) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal for all Term Lenders of at least the Dollar Equivalent of (eurodollar)75 million and (y) from time to time on and after the Closing Date and during the Term Availability Period in an amount not to exceed its Term Loan Commitment at such time provided, that any Term Loan that is repaid may not be reborrowed; (b) to make revolving loans to the then outstanding Revolving Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount of that will not result in (A) such Lender’s Bridge Term 's Revolving Facility Credit Exposure exceeding such Lender's Revolving Facility Commitment or (B) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, such Revolving Facility Loans to be made in (x) Dollars if to any Revolving Borrower other than a Foreign Subsidiary and (y) in Euros or Dollars, at the election of the applicable Borrower, if to any Foreign Revolving Borrower, provided that the aggregate Revolving Facility Credit Exposure with respect to any Revolving Borrower shall not exceed such Revolving Borrower's Maximum Credit Limit; within the foregoing limits and subject to the terms and conditions set forth herein, the Revolving Borrowers may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.; and (c) Upon to make revolving loans to a CL Borrower (as specified in the conversion of related Borrowing Request if incurred on or after the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal Restructuring Date) in Dollars from time to time during the CL Availability Period in an aggregate amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by that will not result in (A) such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of 's CL Exposure exceeding such Lender. 's Credit-Linked Commitment or (eB) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is CL Exposure exceeding the Total Credit-Linked Commitment; within the foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionCL Borrowers may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers repay and the Lenders shall have been paid in fullreborrow CL Loans.

Commitments. Subject to the terms and conditions set forth herein: hereof, (a) Each each Tranche B Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction as of the conditions set forth in Section 2.01(e), the Borrower, and each LenderOriginal Closing Date, severally and not jointly, agree that if the Bridge made Tranche B Term Loans have not been repaid in full to the Co-Borrowers on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Original Closing Date in an aggregate principal amount equal to its Original Tranche B Term Loan Commitment and (b) each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to one or more Co-Borrowers, at any time and from time to time on or after the then outstanding principal amount Original Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Revolving Credit Lender in accordance with Section 2.13. the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender's Revolving Credit Exposure exceeding such Revolving Credit Lender's Revolving Credit Commitment; provided that in no event will (cx) Upon the conversion aggregate amount of Revolving Loans made on the Original Closing Date exceed $25,000,000 and (y) the aggregate face amount of Letters of Credit issued on the Original Closing Date exceed $15,000,000 plus, if the maximum referred to in the foregoing clause (x) is not drawn on the Original Closing Date, the excess of such maximum amount over the amount so drawn. Within the limits set forth in clause (b) of the Bridge preceding sentence and subject to the terms, conditions and limitations set forth herein, the Co-Borrowers may borrow, pay or prepay and reborrow Revolving Loans. All Tranche B Term Loans outstanding on the Second Amendment Effective Date were converted into Rollover Tranche B-1 Term Loans or Tranche B-2 Term Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lenderas applicable, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)the terms of the Second Amendment, and such Tranche B-1 Term Loans and Tranche B-2 Term Loans are outstanding under this Agreement subject to the terms and conditions hereof. Amounts repaid paid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the terms expiry date of any Letter of Credit, then (i) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(c) and (d)) under (and ratably participated in by Lenders pursuant to) the Borrower during the Certain Funds Period Revolving Credit Commitments in a principal respect of such non-terminating tranches up to an aggregate amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction the aggregate amount of the conditions set forth in Section 2.01(eunutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit may be reduced as agreed between the L/C Issuers and the Borrower, without the consent of any other Person. Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued(o) or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on Borrower’s business derives substantial benefits from the Bridge Term Loan Maturity businesses of such Restricted Subsidiaries. On the Amendment No. 5 Effective Date, the then L/C Obligations in any issued and(p) outstanding principal amount Letters of each Lender’s Bridge Term Loan Credit shall immediately be reallocated so that after giving effect thereto the Revolving Credit Lenders shall share ratably in such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined L/C Obligations in accordance with Section 2.13. (c) Upon the conversion their Pro Rata Share of the Bridge Term Loans into Rollover Loansaggregate Revolving Credit Commitments. Thereafter, each Lender shall cancel on its records a principal amount L/C Obligations in any newly-issued Letters of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans Credit shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans allocated in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates each Revolving Credit Lender’s Pro Rata Share of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderaggregate Revolving Credit Commitments. Swing Line Loans. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the applicable Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Xxxxxx’s Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the applicable Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount of such Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Bridge Term Loans. Rollover Loans will bear interest Outstanding Credit Exposure would exceed its Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion such time, provided that no Advance of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Facility Termination Date by the time set forth in Section 2.03 applicable to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Swingline Lender. (e) The ability of , provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullrepay outstanding Swingline Loans.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount of such Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Bridge Term Loans. Rollover Loans will bear interest Outstanding Credit Exposure would exceed its Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion such time, provided that no Advance of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.Facility Termination Date,

Commitments. Subject You have requested that UBS commit to provide the Facilities and that UBSW agree to structure, arrange and syndicate the Facilities. UBS is pleased to advise you of its commitment to provide the entire amount of the Bank Facilities to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and Annex III attached hereto. The commitment of UBS and each other Bank Lender (as defined below) hereunder is subject to the negotiation, execution and delivery of definitive documentation (the "Bank Documentation") with respect to the Bank Facilities reasonably satisfactory to UBS and the other Bank Lenders reflecting, among other things, the terms and conditions set forth herein: (a) Each Lender having a Bridge in the Bank Term Loan Sheet, in Annex III attached to this Commitment agrees Letter and in the letter of even date herewith addressed to make a Bridge Term Loan you providing, among other things, for certain fees relating to the Bank Facilities (the "Bank Fee Letter"). In addition, UBS is pleased to advise you of its commitment to provide the entire amount of the Bridge Facility to Borrower during upon the Certain Funds Period in a principal amount not terms and subject to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth or referred to in Section 2.01(e)this Commitment Letter and Annex III attached hereto (it being acknowledged that at any time prior to 5:00 p.m., New York City time, on April 15, 2002, Whitney & Co., LLC and/or its affiliates may commit in writing to participate in up to $55.0 million of the Borrower, Bridge Facility on the terms and each Lender, severally and not jointly, agree that if conditions set forth in the Bridge Term Loans have not been repaid in full on Sheet, which shall reduce the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date UBS's commitments in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion respect of the Bridge Term Loans into Rollover Loans, each Lender shall cancel Facility on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(bdollar for dollar basis). Amounts repaid in respect The commitment of Rollover Loans may not be reborrowed. UBS and each other Bridge Lender (das defined below) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans hereunder is subject to the following conditions being satisfied: negotiation, execution and delivery of definitive documentation (ithe "Bridge Documentation" and, together with the Bank Documentation, the "Financing Documentation") at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due respect to the Joint Lead Arrangers Bridge Facility reasonably satisfactory to UBS and the other Bridge Lenders reflecting, among other things, the terms and condi- tions set forth in the Bridge Term Sheet, in Annex III attached to this Commitment Letter and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bridge Facilities (the "Bridge Fee Letter" and, together with the Bank Fee Letter, the "Fee Letters"). You agree that the closing date of the Acquisition and the Merger and the concurrent closing of the Facilities and, if applicable, the Notes Offering (the "Closing Date") shall be a date mutually agreed upon between you and us, but in any event shall not occur until the terms and conditions hereof, in Annex III attached hereto and in the Term Sheets (including the conditions to initial funding) have been paid satisfied or have been waived by us in fullwriting.

Commitments. Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower in Dollars from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (a) such Lxxxxx’s Revolving Credit Exposure exceeding such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Commitment or (cb) Upon the conversion sum of the Bridge Term total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans into Rollover Loansshall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall cancel constitute Revolving Loans hereunder) agrees to purchase, on its records a principal amount the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the Bridge Term aggregate Revolving Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by Restatement Effective Date. Within the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrower may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans.

Commitments. Subject to the terms and conditions set forth hereinherein and in Amendment No. 3: (a) Each Converting Term Lender having severally agrees that its Converting Term Loans are hereby converted to a Bridge like principal amount of Initial Term Loan Commitment 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 Section 2.11 shall be payable in connection with such conversion. (b) Each Additional Initial Term Lender severally agrees to make a Bridge an Additional Initial Term Loan to the Borrower during on the Certain Funds Period Restatement Effective Date in a 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, concurrently with the receipt thereof. All accrued and unpaid interest on the Non-Converting Term Loans to, but 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 exceed its Bridge the Non-Converting Term Loan CommitmentLoans in accordance therewith. (bc) Subject to satisfaction Such Initial Term Loans (i) may at the option of the conditions Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 2.01(e5.1(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 BorrowerInitial Term Loan Commitment of such Lender, and each Lender, severally and (iv) shall not jointly, agree that if exceed in the Bridge aggregate the Total Initial Term Loans have not been repaid in full on Loan Commitments. On the Bridge Initial Term Loan Maturity Date, the all then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge unpaid Initial Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedfull in Dollars. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein: , (a) Each each Term Lender having agrees, severally and not jointly, to re-evidence and/or continue funding a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during on the Certain Funds Period Second Restatement Date in a principal amount not to exceed its Bridge Term Loan Commitment. , and all or a portion of the Term Loans under the First Restated Credit Agreement and outstanding on the Second Restatement Date shall be re-evidenced and continued as Term Loans hereunder, (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each LenderRevolving Credit Lender agrees, severally and not jointly, agree that if to re-evidence and/or fund Revolving Loans to the Bridge Term Loans have not been repaid in full on Borrower, at any time and from time to time after the Bridge Term Loan Maturity Date, Closing Date and until the then outstanding principal amount earlier of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount equal at any time outstanding that will not result in such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment, and all Revolving Loans and Revolving Credit Commitments under the 2005 Credit Agreement outstanding on the Closing Date were re-evidenced on the Closing Date as Revolving Loans and Revolving Credit Commitments under the Existing Credit Agreement, provided that notwithstanding the foregoing, and only with respect to Revolving Loans funded on the Closing Date, the Borrower was permitted to request Revolving Loans on the Closing Date to the then outstanding principal amount extent the Borrower had, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined more than $1,000,000,000 on the Closing Date, and (c) each Funded L/C Lender agrees, severally and not jointly, to re-evidence and/or continue funding its Credit-Linked Deposit with the Deposit Bank on the Second Restatement Date in accordance with Section 2.13. (c) Upon the conversion 2.24, and all or a portion of the Bridge Term Loans into Rollover Loans, each Lender Credit-Linked Deposits under the First Restated Credit Agreement outstanding on the Second Restatement Date shall cancel on its records a principal amount be re-evidenced and continued as Credit-Linked Deposits hereunder. Within the limits set forth in clause (b) of the Bridge Term Loans held by such Lender corresponding preceding sentence and subject to the principal amount of Rollover Loans issued by such Lenderterms, which corresponding principal amount of conditions and limitations set forth herein, the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts repaid paid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Prior to the Effective Date, certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.08, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: , (a) Each each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if ) agrees to make Revolving Loans to the Bridge Term Loans have not been repaid Borrowers in full on Agreed Currencies from time to time during the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result in (i) subject to Sections 2.04 and 2.11(b), the then outstanding principal amount Dollar Amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (cii) Upon subject to Sections 2.04 and 2.11(b), the conversion sum of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount Dollar Amount of the Bridge total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit and (b) each Term Loans held by such Lender corresponding with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the principal Borrowers denominated in Dollars on the Effective Date, in an amount of Rollover Loans issued by equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, which corresponding principal amount of not later than the Bridge Term Loans shall be satisfied time specified by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Administrative Agent Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.. CH\2082905.9

Commitments. (a) Subject to the terms and conditions set forth herein: hereof, each Existing Term Lender has made a “Term Loan” (aas defined in the Existing Credit Agreement) Each Lender having a Bridge (such Term Loan Commitment agrees Loans, the “Existing Term Loans”) and such Existing Term Loans shall be deemed to make a Bridge be Term Loan Loans hereunder. In connection with the continuation and funding of the 2018 New Term Loans on the 2018 Refinancing Amendment Effective Date and the provision of the Revolving Credit Commitments from and after the 2018 Refinancing Amendment Effective Date, all accrued and unpaid principal, interest, fees and other amounts owing under the Existing Credit Agreement immediately prior to the Borrower during 2018 Refinancing Amendment Effective Date shall be paid, repaid or replaced, as the Certain Funds Period case may be, in a principal amount not to exceed its Bridge full by the 2018 New Term Loan CommitmentLoans and Refinancing Revolving Commitments as provided on the 2018 Refinancing Amendment Effective Date, as the case may be. Following the making or continuation thereof, as applicable, on the 2018 Refinancing Amendment Effective Date, the 2018 New Term Loans shall constitute Initial Term Loans and Term Loans, as applicable, in all respects. Following the provision thereof on the 2018 Refinancing Amendment Effective Date, the Refinancing Revolving Commitments (as defined in the 2018 Refinancing Amendment) shall constitute Revolving Credit Commitments in all respects. (b) Subject to satisfaction of the terms and conditions set forth hereof, each Lender severally agrees to make, in Section 2.01(e)Dollars and any Alternative Currency, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted revolving credit loans (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Revolving Credit Loans”) by to the Borrower on Borrowers from time to time during the Bridge Term Loan Maturity Date Revolving Credit Commitment Period in an aggregate principal amount equal at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding principal outstanding, does not exceed the lesser of (i) the amount of such LenderLexxxx’s Bridge Term LoansRevolving Credit Commitment and (ii) the amount equal to such Lexxxx’s Revolving Credit Percentage of the Total Availability at such time. Rollover During the Revolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans will bear interest at a rate determined in whole or in part, and reborrowing, all in accordance with Section 2.13. (c) Upon the conversion terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or, in the case of the Bridge Term Revolving Credit Loans into Rollover Loansdenominated in Dollars, each Lender shall cancel on its records a principal amount of the Bridge Term Base Rate Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied as determined by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers Borrower and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available notified to the Administrative Agent on in accordance with Sections 2.2 and 2.8, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the Closing Date by the time set forth in Section 2.03 day that is one month prior to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderRevolving Credit Termination Date. Revolving Credit Loans denominated in any Alternative Currency shall be Eurodollar Loans. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , each US Lender agrees to make Revolving Loans denominated in Dollars ("US Revolving Loans") to the US Borrowers from time to time during the Availability Period in an aggregate principal amount for all US Borrowers that will not result in (a) Each Lender having a Bridge Term Loan such US Lender's US Revolving Credit Exposure exceeding such Lender's US Commitment agrees to make a Bridge Term Loan or (b) the total US Revolving Credit Exposures exceeding the total US Commitments. Within the foregoing limits and subject to the Borrower during terms and conditions set forth herein, the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan CommitmentUS Borrowers may borrow, prepay and reborrow US Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth herein, each UK Lender agrees to make (i) Revolving Loans denominated in Section 2.01(e)Pounds Sterling ("Pounds Sterling UK Revolving Loans") to the UK Borrower and (ii) UK Revolving Loans denominated in Dollars ("US$ UK Revolving Loans"; together with the Pounds Sterling UK Revolving Loans, the Borrower"UK Revolving Loans") to the US Borrowers, and in each Lender, severally and not jointly, agree that if case from time to time during the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal for all such Borrowers that will not result in (a) the Dollar Equivalent Amount of such UK Lender's UK Revolving Credit Exposure exceeding such Lender's UK Commitment or (b) the Dollar Equivalent Amount of the total UK Revolving Credit Exposures exceeding the total UK Commitments. Within the foregoing limits and subject to the then outstanding principal amount of such Lender’s Bridge Term terms and conditions set forth herein, the UK Borrower and the US Borrowers, as applicable, may borrow, prepay and reborrow UK Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon Subject to the conversion terms and conditions set forth herein, each Canadian Lender agrees to make Revolving Loans denominated in Canadian Dollars ("Canadian Revolving Loans") to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) the Dollar Equivalent Amount of such Lender's Canadian Revolving Credit Exposure exceeding such Lender's Canadian Commitment or (b) the Dollar Equivalent Amount of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of total Canadian Revolving Credit Exposures exceeding the Bridge Term Loans held by such Lender corresponding total Canadian Commitments. Within the foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Canadian Borrower may not be reborrowedborrow, prepay and reborrow Canadian Revolving Loans. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Subject to the Borrower) terms and conditions set forth herein, each Additional US Lender agrees to enforce the obligations of any Lender that has not made its share of the make Additional US Revolving Loans to be made by it available the US Borrowers from time to time during the Administrative Agent on the Closing Date by the time set forth Availability Period in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of an aggregate principal amount for all US Borrowers that will not result in (a) such Lender. 's Additional US Revolving Credit Exposure exceeding such Lender's Additional US Commitment or (eb) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is total Additional US Revolving Credit Exposures exceeding the total Additional US Commitments. Within the foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionUS Borrowers may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Additional US Revolving Loans.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Continuing Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower Company from time to time during the Certain Funds Revolving Availability Period in a US Dollars in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Continuing Lender's Revolving Exposure exceeding its Bridge Term Commitment or (ii) the aggregate amount of the Continuing Lenders' Revolving Exposures and Competitive Loan CommitmentExposures exceeding the aggregate amount of the Commitments. (b) Subject On the Effective Date, upon the effectiveness of this Agreement and subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the BorrowerContinuing Lenders having Commitments under this Agreement shall make, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan Company shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date borrow Revolving loans in an aggregate principal amount equal to the then outstanding aggregate principal amount of such Lender’s Bridge Term the Revolving Loans outstanding on the Effective Date immediately prior to the effectiveness of this Agreement (the "Outstanding Loans. Rollover Loans will bear "), together with any accrued interest at a rate determined in accordance with Section 2.13thereon, and any accrued fees and other amounts payable to or for the account of the Lenders hereunder. (c) Upon On the conversion Effective Date, upon the effectiveness of this Agreement and subject to the terms and conditions set forth herein, the Company shall use the proceeds of the Bridge Term Revolving Loans into Rollover made pursuant to paragraph (b) above to prepay all Outstanding Loans, each Lender shall cancel on its records a principal amount together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of the Bridge Term Loans held by Lenders. Concurrently with such Lender corresponding prepayment of Revolving Loans, the Departing Lenders shall cease to be parties to this Agreement and shall have no further rights or obligations hereunder; provided, however, that the Departing Lenders shall continue to be entitled to the principal amount benefits of Rollover Loans issued all yield protection, expense reimbursement and indemnity provisions contained herein as in effect immediately prior to the Effective Date and shall continue to be bound by Section 9.12 of this Agreement as in effect at such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedtime. (d) For On the avoidance Effective Date, upon the effectiveness of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled this Agreement (in addition to the Borroweri) to enforce the obligations of any each Continuing Lender that has not made its share is making Revolving Loans pursuant to paragraph (b) above in an amount in excess of the such Continuing Lender's Outstanding Loans to be made by it available shall pay to the Administrative Agent on by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, an amount equal to the Closing Date excess of the amount of the Revolving Loans being made by such Lender pursuant to paragraph (b) over the time aggregate principal amount of the Outstanding Loans of such Continuing Lender and (ii) the Administrative Agent shall pay to each Departing Lender and to each Continuing Lender that is making Revolving Loans pursuant to paragraph (b) above in an amount less than such Lender's outstanding Revolving Loans, out of the amounts received by it pursuant to clause (i) of this paragraph (d), the amount of such net prepayment of Loans by wire transfer of immediately available funds to the account designated by such Lender to the Administrative Agent not later than 5:00 p.m., New York City time. Any part of any Loan refinanced other than as set forth in Section 2.03 clause (ii) of this paragraph (d) shall be deemed to be repaid in accordance with the applicable provisions of this Agreement with the proceeds of the new Loans and the proceeds of such new Loans, except as set forth in clause (i) of this paragraph (d), shall not be paid by the Lenders to the extent Administrative Agent or by the Joint Lead Arrangers Administrative Agent to the Company pursuant to this Section 2.01. The Company agrees that if any Continuing Lender shall default in the payment of any amount due from it under this Section 2.01, the Company shall promptly pay the defaulted amount to the Administrative Agent by wire transfer of immediately available funds, together with interest on such amount at the ABR from the Effective Date to the date of payment. Upon any such payment by the Company, the Company shall have the right, at the defaulting Lender's expense, upon notice to the defaulting Lender and to the Administrative Agent, to require such defaulting Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04 of this Agreement) all its interests, rights and obligations under this Agreement to another financial institution which shall assume such interests, rights and obligations; provided that (A) no such assignment shall conflict with any law, rule or their affiliates have funded regulation or order of any Governmental Authority and (B) the assignee shall pay to the defaulting Lender, in immediately available funds on behalf the date of such assignment, the outstanding principal of and interest accrued to the date of payment on the Revolving Loans made or deemed made by such defaulting Lender under this Agreement, if any, and all other amounts accrued for such defaulting Lender's account or owed to it under this Agreement. (e) The ability In the event the Company shall specify a date as the Effective Date and the Effective Date shall not occur on such date, the Company shall indemnify each Lender for any loss or expense incurred by such Lender as a result of the Borrower transactions to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time have been consummated by such Lender on such proposed Effective Date, in each case determined as set forth in Section 2.14 of this Agreement in respect of any such conversion, there shall exist no Event of Default failure to borrow or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullprepay any Revolving Loan.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Lender agrees (i) to make a Term Loan to the Borrower on the Effective Date in the principal amount of its Term Commitment and (ii) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment; provided that on the Effective Date, only (x) up to an aggregate principal amount of $25,000,000 of Revolving Loans may be made, the proceeds of which may be used by the Borrower on the Effective Date to pay Transactions Costs; provided, further, that cash on hand of the Borrower and its Domestic Subsidiaries in excess of $20,000,000 shall first be used to pay such Transaction Costs and (y) additional Revolving Loans may be made, the proceeds of which shall be used by the Borrower on the Effective Date solely to finance original issue discount or upfront fees incurred pursuant to the “flex” provisions in the Facilities Fee Letter. Within the foregoing limits and subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to , the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)may borrow, the Borrower, prepay and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover reborrow Revolving Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Term Loans may not be reborrowed. (db) For Subject to the avoidance of doubtterms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition each Lender having an Incremental Term Loan Commitment agrees to make Incremental Term Loans to the Borrower) , in an aggregate principal amount not to enforce the obligations exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of any Lender that has Incremental Term Loans may not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderreborrowed. (ec) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject Subject to the following terms and conditions being satisfied: (i) at and relying upon the time of any such conversionrepresentations and warranties set forth herein and in the applicable Incremental Revolving Commitment Assumption Agreement, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become each Lender having an Event of Default; and (ii) all fees due Incremental Revolving Commitment agrees to make Incremental Revolving Loans to the Joint Lead Arrangers Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Commitment. The Borrower may borrow, prepay and the Lenders shall have been paid in fullreborrow Incremental Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to Borrower and Guarantors hereby acknowledge and agree that as of the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to effective date of this Amendment and following satisfaction of the all conditions set forth in Section 2.01(e)thereto as provided herein, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan Commitment shall immediately after such latest specified time for paymentbe the amount set forth on Schedule 1.1 attached hereto. In connection with the Increase, automatically be converted each of Barclays Bank PLC, RBS Citizens, N.A. and Stifel Bank & Trust (a Rollover Conversion”) into a loan (each individually a “Rollover LoanNew Lender” and collectively, the “Rollover LoansNew Lenders”) by shall be issued a Revolving Credit Note in the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal face amount of such Lender’s Bridge Term Loansits Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and each New Lender shall be a Lender under the Credit Agreement. (b) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the Swing Loan Commitment shall be increased from $25,000,000.00 to $35,000,000.00. Rollover Loans In connection with the increase of the Swing Loan Commitment, KeyBank shall be issued a replacement Swing Loan Note in the principal face amount of $35,000,000.00 (the “Replacement Swing Loan Note”), and upon acceptance of the Replacement Swing Loan Note by KeyBank it will bear interest at a rate determined be the “Swing Loan Note” under the Credit Agreement. KeyBank will promptly return to Borrower the existing Swing Loan Note in accordance with Section 2.13the principal face amount of $25,000,000.00 marked “Replaced”. (c) Upon By its signature below, each New Lender, subject to the conversion terms and conditions hereof, hereby agrees to perform all obligations with respect to its respective Commitment as if such New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Commitment as required under §2.1 of the Bridge Term Credit Agreement, the obligation to pay amounts due in respect of Swing Loans as set forth in §2.5 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.10 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. Each New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 14 of the Credit Agreement. Further, each New Lender acknowledges that it has, independently and without reliance upon the Agent, or on any affiliate or subsidiary thereof or any other Lender and based on the financial statements supplied by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Except as expressly provided in the Credit Agreement, the Agent shall have no duty or responsibility whatsoever, either initially or on a continuing basis, to provide any New Lender with any credit or other information with respect to the Borrower or Guarantors or to notify any New Lender of any Default or Event of Default. No New Lender has relied on the Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder. Each New Lender (i) represents and warrants as to itself that it is legally authorized to, and has full power and authority to, enter into Rollover this agreement and perform its obligations under this agreement; (2) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (3) agrees that it has and will, independently and without reliance upon any Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Revolving Credit Loans, each Lender shall cancel the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (4) appoints and authorizes the Agent to take such action as agent on its records a principal amount behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Bridge Term Loans held Loan Documents; and (5) agrees that, by such Lender corresponding this agreement, it has become a party to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans and will perform in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For their terms all the avoidance of doubt, obligations which by the Joint Lead Arrangers and the Lenders that are Affiliates terms of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans Loan Documents are required to be made performed by it available to the Administrative Agent as a Lender. Each New Lender acknowledges and confirms that its address for notices and Lending Office for Revolving Credit Loans are as set forth on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lendersignature pages hereto. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Prior to the Effective Date, certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.05, the Existing Loans that are “Revolving Loans” and “Term Loans” under the Existing Credit Agreement shall be reevidenced as Revolving Loans and Term Loans, respectively, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower Borrowers in Agreed Currencies from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to that will not result in (i) the then outstanding principal amount Dollar Amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) subject to Section 2.13. (c) Upon 2.04, the conversion sum of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount Dollar Amount of the Bridge Term Loans held by such Lender corresponding total Revolving Credit Exposures exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates . The aggregate outstanding principal amount of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share Term Loans as of the Effective Date is $105,000,000 and each Term Lender’s respective portion of the Term Loans to be made by it available to the Administrative Agent on the Closing Effective Date by the time is set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderSchedule 2.01. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Xxxxxx’s Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount of such Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Bridge Term Loans. Rollover Loans will bear interest Outstanding Credit Exposure would exceed its Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion such time, provided that no Advance of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.Facility Termination Date,

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Initial Revolving Lender having a Bridge Term Loan holding an Initial Revolving Credit Commitment severally agrees to make a Bridge Term Loan Initial Revolving Loans to the Borrower in dollars from time to time during the Certain Funds Initial Revolving Availability Period in a an aggregate principal amount that will not result in such Initial Revolving Lender’s aggregate Initial Revolving Loans exceeding such Initial Revolving Lender’s Initial Revolving Credit Commitment, (ii) each Extending Lender severally agrees to make Extended Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Extending Lender’s aggregate Extended Revolving Loans exceeding such Extending Lender’s Extended Revolving Credit Commitment and (iii) each Incremental Revolving Lender severally agrees to make Incremental Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Incremental Revolving Lender’s aggregate Incremental Revolving Loans exceeding such Incremental Revolving Lender’s Incremental Revolving Credit Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Revolving Credit Exposure exceed its Bridge Term Loan Commitmentthe Revolving Credit Commitments then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Each Revolving Lender’s Revolving Credit Commitment shall expire on the applicable Revolving Facility Maturity Date, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be paid in full no later than such date. (b) Subject to satisfaction of the terms and conditions set forth herein (i) each Initial Term A Lender severally agrees to make Initial Term A Loans to the Borrower in Section 2.01(e), dollars during the BorrowerInitial Term A Availability Period in an amount not to exceed such Initial Term A Lender’s Initial Term A Loan Commitment, and (ii) each Lender, severally and not jointly, agree that if the Bridge Incremental Term Loan Lender with an Incremental Term Loan Commitment agrees to make Incremental Term Loans have not been repaid to the Borrower in full dollars on the Bridge Term Loan Maturity Date, relevant borrowing date or during the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date relevant availability period in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge applicable Incremental Term LoansLoan Commitment. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by All such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied made on the applicable date by making immediately available funds available to the Administrative Agent’s designated account or to such other account or accounts as may be designated in writing to the Administrative Agent by the conversion Borrower, not later than the time specified by the Administrative Agent. The full amount of such Bridge the Initial Term Loans into Rollover Loans A Loan Commitments may be drawn in accordance with Section 2.01(b)three separate drawings during the Initial Term A Availability Period. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. . On each date of incurrence of any Initial Term A Loans (d) For and after giving effect to the avoidance of doubtincurrence thereof), the Joint Lead Arrangers and Initial Term A Loan Commitment of each Initial Term A Lender shall be reduced by the Lenders that are Affiliates aggregate principal amount of the Joint Lead Arrangers shall be entitled (in addition to Initial Term A Loan made by such Initial Term A Lender on such date. In addition, on the Borrower) to enforce the obligations of any Lender that has not made its share last day of the Initial Term A Availability Period (after giving effect to any incurrence of Initial Term A Loans to be made by it available to on such day), the Administrative Agent on the Closing Date by the time set forth in Section 2.03 Initial Term A Loan Commitment of each Initial Term A Lender shall terminate (to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lendernot theretofore terminated). (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Lender having a Bridge Term Loan Commitment agrees to acquire or maintain Existing Term Loans and/or make a Bridge additional Term Loan Loans to the Borrower on the Restatement Effective Date such that the aggregate principal amount of Term Loans held by such Lender (after giving effect thereto) shall not exceed its Term Loan Commitment; (b) each Lender agrees to make Revolving Facility Loans to the Borrower from time to time during the Certain Funds Availability Period in a an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; and (c) each Lender having an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans and/or Incremental Revolving Facility Loans to the Borrower, in an aggregate principal amount not to exceed its Bridge Incremental Term Loan Commitment or Incremental Revolving Facility Commitment. , as the case may be. In order to effect the foregoing, each Existing Lender hereby irrevocably sells and assigns, without recourse, to each Lender (bother than the Existing Lenders) Subject to satisfaction and each Lender hereby irrevocably purchases and assumes from the Existing Lenders, without recourse, as of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Restatement Effective Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (ci) Upon the conversion ratable share of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Existing Term Loans held by such Existing Lender corresponding to as of the principal amount of Rollover Loans issued by Restatement Effective Date based on such Lender, which corresponding principal amount ’s percentage of the Bridge total Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers Loan Commitments and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all Revolving Facility Percentage of the Existing Revolving Credit Commitments held by such Existing Lender as of the Restatement Effective Date. Interest and fees due with respect to the Joint Lead Arrangers Existing Term Loans and the Lenders Existing Revolving Credit Commitments accruing prior to the Restatement Effective Date shall have been paid in fullbe for the account of the Existing Lenders.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Facility A Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Loans in US Dollars from time to the Borrower time during the Certain Funds Availability Period to MTS in a an aggregate principal amount that will not to exceed its Bridge Term Loan Commitmentresult in (i) such Lender's Facility A Exposure exceeding such Lender's Facility A Commitment or (ii) the sum of the total Facility A Exposures exceeding the total Facility A Commitments. (b) Subject to satisfaction of the terms and conditions set forth herein, each Facility B Lender agrees to make Loans from time to time during the Availability Period to TRKK in Section 2.01(e)Yen, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of that will not result in such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13's Facility B Exposure exceeding such Lender's Facility B Commitment or the sum of the total Facility B Exposures exceeding the total Facility B Commitments. (c) Upon Within the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Borrowers may not be reborrowedborrow, prepay and reborrow Loans. (d) For In the avoidance of doubtevent that any Facility B Lenders have not made Loans under the Existing Credit Agreement to repay Facility B Swingline Loans (as defined under the Existing Credit Agreement) outstanding on the Effective Date, such Facility B Lenders will make Loans under Facility B in an amount equal to such outstanding Facility B Swingline Loans, the Joint Lead Arrangers and the Lenders that are Affiliates proceeds of the Joint Lead Arrangers which shall be entitled (in addition applied to repay the Borrower) Facility B Swingline Loans. The application of such proceeds shall be deemed to enforce satisfy the obligations of any Lender that has not made its share such Facility B Lenders under Sections 2.05B(c) and 9.03(c) of the Existing Credit Agreement, which obligations shall continue in effect until such time as the Facility B Swingline Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make Revolving Facility Loans denominated in Dollars of a Bridge Term Loan Class to the Borrower from time to time during the Certain Funds Availability Period in a an aggregate principal 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. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow amounts under the Revolving Facility Loans. (b) Subject Each Revolving Facility Commitment outstanding immediately prior to satisfaction of the conditions set forth in Section 2.01(e)2020 Incremental Effective Date that is held by a person that does not execute and deliver the 2020 Incremental Assumption Agreement as an “Extending Lender” (each such Person, a “Non-Extended Revolving Facility Lender”) shall continue to be outstanding under this Agreement from and after the Borrower2020 Incremental Effective Date as a Non-Extended Revolving Facility Commitment. Each Revolving Facility Commitment outstanding immediately prior to the 2020 Incremental Effective Date that is held by a Person that executes and delivers the 2020 Incremental Assumption Agreement as an “Extending Lender” shall continue to be outstanding under this Agreement from and after the 2020 Incremental Effective Date as a 2020 Extended Revolving Facility Commitment. Any Revolving Facility Loans outstanding on the 2020 Incremental Effective Date that are held by Non-Extended Revolving Lenders shall be deemed to be Non-Extended Revolving Facility Loans, and each Lender, severally and not jointly, agree that if the Bridge Term any Revolving Facility Loans have not been repaid in full outstanding on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan 2020 Incremental Effective Date that are held by 2020 Extended Revolving Facility Lenders shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal deemed to the then outstanding principal amount of such Lender’s Bridge Term be 2020 Extended Revolving Facility Loans. Rollover Any Revolving Facility Loans will bear interest at a rate determined made on or after the 2020 Incremental Effective Date shall be made ratably in accordance with Section 2.13. (c) Upon the conversion Revolving Facility Percentage of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount (and, for the avoidance of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lenderdoubt, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(bmade ratably among all Revolving Facility Commitments). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) all Borrowings of Revolving Facility Loans at any time prior to the time date that is five (5) Business Days prior to the Revolving Facility Maturity Date of any such conversionthe Non-Extended Revolving Loans shall be made, there shall exist no Event of Default or event thatand deemed to be made, with notice and/or lapse of timeratably among the Non-Extended Revolving Lenders and the 2020 Extended Revolving Facility Lenders, could become an Event of Default; and and (ii) all fees due Borrowings of Revolving Facility Loans prior to the Joint Lead Arrangers Revolving Facility Maturity Date of the 2020 Extended Revolving Facility Loans but on or after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date of the Non-Extended Revolving Loans shall be made, and deemed to be made, ratably among the Lenders 2020 Extended Revolving Facility Lenders. Revolving Facility Loans that were Eurocurrency Loans immediately prior to the 2020 Incremental Effective Date shall have been paid in fullinitially be Eurocurrency Loans with an initial Interest Period equal to the then remaining Interest Period for such Revolving Facility Loans. Revolving Facility Loans that were ABR Loans on the 2020 Incremental Effective Date shall initially be ABR Loans.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein:below. SECTION 2.1.1. REVOLVING LOAN COMMITMENT AND SWINGLINE LOAN COMMITMENT. (a) Each From time to time on any Business Day occurring from and after the Closing Date to but excluding the Commitment Termination Date, each Revolving Lender having a Bridge Term Loan Commitment agrees hereby commits to make a Bridge Term Loan loans ("REVOLVING LOANS") to the Borrower during the Certain Funds Period one or more Borrowers in a an aggregate principal amount not equal to exceed such Revolving Lender's Percentage of each Borrowing of Revolving Loans requested by the applicable Borrower or Borrowers to be made on such day. The commitment of each Revolving Lender described in this clause is herein referred to as its Bridge Term Loan Commitment"REVOLVING LOAN COMMITMENT". (b) Subject From time to satisfaction of time on any Business Day occurring from and after the conditions set forth in Section 2.01(e), Closing Date to but excluding the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Commitment Termination Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted Swingline Lender hereby commits to make loans (a Rollover Conversion”its "SWINGLINE LOANS") into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date to one or more Borrowers in an aggregate principal amount equal to the then outstanding principal amount of any Swingline Loans requested by the applicable Borrower or Borrowers to be made on such Lender’s Bridge Term Loansday. Rollover Loans will bear interest at a rate determined The Commitment of the Swingline Lender described in accordance with Section 2.13this clause is herein referred to as its "SWINGLINE LOAN COMMITMENT". (c) Upon On the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers terms and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the hereof, each Borrower may from time of any such conversionto time borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans and Swingline Loans.

Commitments. Subject to the terms and conditions set ----------- forth herein, each Lender agrees (a) to make a Deferred Term Loan to the Borrower on the Amendment Effective Date in a principal amount not exceeding its Deferred Term Commitment, (b) to make Delayed Draw I Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw I Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw I Commitment, (c) to make Delayed Draw II Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw II Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw II Commitment and (d) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment; provided that (i) any Delayed Draw I Borrowing, Delayed Draw II Borrowing, -------- Deferred Term Borrowing or Revolving Borrowing shall not result in the Total Exposure exceeding the Borrowing Base then in effect, (ii) the Borrower shall not be permitted to make more than four Delayed Draw I Borrowings that increase the aggregate principal amount of Delayed Draw I Borrowings outstanding and (iii) the Borrower shall not be permitted to make more than six Delayed Draw II Borrowings that increase the aggregate principal amount of Delayed Draw II Borrowings outstanding. Within the foregoing limits and subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to , the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)may borrow, the Borrower, prepay and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover reborrow Revolving Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) The Borrower and the Term Lenders acknowledge the making of the Original Term Loans under the Original Credit Agreement and the conversion or redesignation of the Original Term Loans on the First Restatement Effective Date pursuant to the First Amendment and Restatement Agreement, and agree that, on and after the Second Restatement Effective Date (i) the Non-Extended Term Loans (as defined in the Existing Credit Agreement) converted pursuant to the Second Amendment and Restatement Agreement shall be outstanding as Extended Term Loans, (ii) all Non-Extended Term Loans (as defined in the Existing Credit Agreement) not so converted shall continue to be outstanding as such and (iii) all Extended Term Loans (as defined in the Existing Credit Agreement) outstanding immediately prior to the Second Restatement Effective Date shall remain outstanding as Extended Term Loans, in each case under this Agreement and the other Loan Documents. Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) Each forth, each Revolving Credit Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lenderagrees, severally and not jointly, agree that if to make Revolving Loans to the Bridge Term Loans have not been repaid in full on Borrower, at any time and from time to time after the Bridge Term Loan Maturity Closing Date, and until the then outstanding principal amount earlier of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount equal to the then at any time outstanding principal amount of that will not result in such Lender’s Bridge Term Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid paid or prepaid in respect of Rollover Term Loans may not be reborrowed. (db) For Subject to the avoidance of doubtterms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, the Joint Lead Arrangers each Lender having an Incremental Term Loan Commitment agrees, severally and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition not jointly, to make Incremental Term Loans to the Borrower) , in an aggregate principal amount not to enforce the obligations exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Incremental Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullmay not be reborrowed.

Commitments. Subject to the terms and conditions set forth hereinherein and in Amendment No. 2: (a) Each Converting Term Lender having severally agrees that its Converting Term Loans are hereby converted to a Bridge like principal amount of Initial Term Loan Commitment 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 Section 2.11 shall be payable in connection with such conversion. (b) Each Additional Initial Term Lender severally agrees to make a Bridge an Additional Initial Term Loan to the Borrower during on the Certain Funds Period Restatement Effective Date in a 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, concurrently with the receipt thereof. All accrued and unpaid interest on the Non-Converting Term Loans to, but 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 exceed its Bridge the Non-Converting Term Loan CommitmentLoans in accordance therewith. (bc) Subject to satisfaction Such Initial Term Loans (i) may at the option of the conditions Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 2.01(e5.1(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 BorrowerInitial Term Loan Commitment of such Lender, and each Lender, severally and (iv) shall not jointly, agree that if exceed in the Bridge aggregate the Total Initial Term Loans have not been repaid in full on Loan Commitments. On the Bridge Initial Term Loan Maturity Date, the all then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge unpaid Initial Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedfull in Dollars. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject On the A&R Credit Agreement Eighth Amendment Effective Date (as defined below), (i) each Revolving Credit Lender party to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Credit Agreement immediately prior to the Borrower during A&R Credit Agreement Eighth Amendment Effective Date that is a party to this Amendment (the Certain Funds Period in “Continuing Lenders”) will automatically and without further act be deemed to have assigned to each Revolving Credit Lender party hereto that was not a principal amount not party to exceed its Bridge Term Loan Commitment. the Credit Agreement immediately prior to the A&R Credit Agreement Eighth Amendment Effective Date (bthe “New Revolving Credit Lenders”) Subject (and, solely to satisfaction of the conditions set forth in Section 2.01(eextent necessary to achieve the pro rata treatment referred to below, to each other Continuing Lender), the Borrower, and each LenderNew Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion of (and, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent necessary to achieve the Joint Lead Arrangers or their affiliates pro rata treatment referred to below, each such Continuing Lender shall be deemed to have funded on behalf assumed a portion of), such Continuing Lender’s participations in any outstanding Letters of Credit such that, after giving effect to each deemed assignment and assumption of such Lender. (e) The ability participations, all of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject Revolving Credit Lenders’ participations in any Letters of Credit shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (as reflected on revised Schedule 2.01 attached hereto as Exhibit B-2, which gives effect to the following conditions being satisfied: (irevised aggregate amount of Revolving Credit Commitments and allocation thereof to the Revolving Credit Lenders pursuant to this Amendment) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and and (ii) all fees due if any Revolving Credit Loans are outstanding on such date, the Continuing Lenders shall assign Revolving Credit Loans to the Joint Lead Arrangers New Revolving Credit Lenders, and the New Revolving Credit Lenders shall have been paid purchase such Loans, in fulleach case to the extent necessary so that all of the Revolving Credit Lenders participate in each outstanding Revolving Credit Loan pro rata on the basis of their respective Commitments (after giving effect to any increase in the Revolving Credit Commitments pursuant to this Amendment); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Amended Credit Agreement shall not apply to the transactions effected pursuant to this Section.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower during the Certain Funds Revolving Availability Period in a an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment or (ii) the total Revolving Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loan Lender agrees to make Term Loans have not been repaid in full on to the Bridge Borrower during the period from and including the Closing Date to but excluding the Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Commitment Expiration Date in up to ten (10) Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Borrowings in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Term Loan Lender’s Bridge Term LoansLoan Exposure exceeding such Term Loan Lender’s Term Loan Commitment or (ii) the total Term Loan Exposures exceeding the total Term Loan Commitments. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion Any portion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts that is repaid in respect of Rollover Loans may not be reborrowed. (dc) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on On the Closing Date by the time set forth in Section 2.03 (or as soon as practicable with respect to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied:ii)): (i) at the time Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are outstanding under the Existing Xxxxxxx Credit Agreement for the account of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Defaulteach “Lender” under the Existing Xxxxxxx Credit Agreement; and (ii) all fees due the Administrative Agent shall use reasonable efforts to cause each “Lender” under the Existing Xxxxxxx Credit Agreement to deliver to the Joint Lead Arrangers Borrower as soon as practicable after the Closing Date the Note issued by the Borrower to it under the Existing Xxxxxxx Credit Agreement, marked “canceled” or an affidavit that such note has been lost and (in any event) has been canceled. It is the intent of the parties hereto that, as of the Closing Date, this Agreement amends and restates in its entirety the Existing Xxxxxxx Credit Agreement and re-evidences the obligations of the Borrower outstanding thereunder. On the Closing Date, the commitments, loans and participation interests of the lenders under the Existing Xxxxxxx Credit Agreement are assigned and reallocated among the Revolving Lenders under this Agreement as set forth on Annex I. This Agreement shall have been paid in fullnot constitute a novation of the obligations and liabilities under the Existing Xxxxxxx Credit Agreement or evidence repayment of any such obligations and liabilities. All loans, letters of credit and other indebtedness, obligations and liabilities outstanding under the Existing Xxxxxxx Credit Agreement on such date shall continue to constitute Loans, Letters of Credit and other obligations and liabilities under this Agreement. The “Lenders” under the Existing Xxxxxxx Credit Agreement that are Lenders hereunder waive any notice required under the Existing Xxxxxxx Credit Agreement to the extent that such notice relates to the voluntary prepayments under the Existing Xxxxxxx Credit Agreement contemplated hereby.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: forth, each Lender agrees, severally and not jointly, (a) Each if such Lender having has a Bridge Term Loan Commitment agrees Commitment, to make a Bridge Term Loan to the Borrower during on the Certain Funds Period Restatement Date in a principal amount not to exceed its Bridge Term Loan Commitment. , (b) Subject if such Lender has a Revolving Credit Commitment, to satisfaction of the conditions set forth in Section 2.01(e), make Revolving Loans to the Borrower, at any time and each Lender, severally from time to time on or after the Closing Date and not jointly, agree that if prior the Bridge Term Loans have not been repaid in full on earlier of the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount equal to the then at any time outstanding principal amount of that will not result in such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment, and (c) Upon if such lender has an Incremental Term Loan Commitment, to make Incremental Term Loans to the conversion Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Within the limits set forth in clause (b) of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding preceding sentence and subject to the principal amount of Rollover Loans issued by such Lenderterms, which corresponding principal amount of conditions and limitations set forth herein, the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts repaid paid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers . The Borrower and the Lenders that are Affiliates acknowledge the making of the Joint Lead Arrangers shall be entitled (in addition Revolving Loans prior to the Borrower) to enforce Restatement Date under the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 Existing Credit Agreement and agree, to the extent outstanding on the Joint Lead Arrangers or their affiliates have funded on behalf of Restatement Date, such Lender. (e) The ability of the Borrower Revolving Loans shall continue to automatically convert Bridge Term Loans into Rollover Loans is subject be outstanding pursuant to the following terms and conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers this Agreement and the Lenders shall have been paid in fullother Loan Documents.

Commitments. Subject In connection with the foregoing, (a) each of Bank of America and Xxxxx Fargo Bank is pleased to advise you of its several, and not joint, commitment to provide the applicable percentage set forth in Schedule I hereto of the full principal amount of the Bridge Facility (in such capacity, each an “Initial Bridge Lender” and together, the “Initial Bridge Lenders”) and Bank of America is pleased to advise you of its willingness and you hereby appoint Bank of America, to act as the sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Bridge Facility, and you hereby appoint Xxxxx Fargo Bank, to act as syndication agent for the Bridge Facility, all upon and subject to the terms and conditions set forth herein: in this letter and in Exhibits A and B hereto (acollectively, the “Term Sheet” and, together with this letter agreement, the “Commitment Letter”) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. and (b) Subject each of MLPFS and Xxxxx Fargo Securities is pleased to advise you of its willingness, and you hereby engage MLPFS and Xxxxx Fargo Securities, to act as an exclusive joint lead arranger and an exclusive joint bookrunner (in such capacity, each a “Lead Arranger” and together, the “Lead Arrangers”) for the Bridge Facility, and in connection therewith to form a syndicate of lenders for the Bridge Facility (collectively, the “Lenders”) in consultation with you, including Bank of America and Xxxxx Fargo Bank. Bank of America and MLPFS will have “lead left” placement on all marketing materials relating to the Bridge Facility and will perform the duties and exercise the authority customarily performed and exercised by them in such role, including acting as joint manager of the physical books. You further agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in order to obtain commitments in connection with the Bridge Facility unless you and we shall so agree. The commitments of the Initial Bridge Lenders in respect of the Bridge Facility and the undertaking of the Lead Arrangers to provide the services described herein are subject to the satisfaction of each of the conditions precedent set forth herein and in the Term Sheet (it being understood that the commitments of the Initial Bridge Lenders hereunder in respect of the Bridge Facility are subject only to the conditions set forth in Section 2.01(e5 of the Commitment Letter and in Exhibit B attached to this Commitment Letter), the Borrower, and each Lender, severally . All capitalized terms used and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders otherwise defined herein shall have been paid the same meanings as specified therefor in fullthe Term Sheet.

Commitments. Subject (a) Upon and subject to the terms and conditions set forth herein: hereof, (ai) Each each Tranche 1 Lender having a Bridge Term Loan Commitment hereby severally agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Credit Party, (ii) the Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Credit Party and each Tranche 1 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit, and (iii) each Tranche 1 Lender hereby agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. loans (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan,” and collectively, the “Rollover Loans”) by to the Borrower from time to time on any Business Day during the period from and including the Effective Date to but not including the Tranche 1 Termination Date; provided that no Tranche 1 Lender shall be obligated to make or participate in any Tranche 1 Credit Extension if, immediately after giving effect thereto, (x) the Tranche 1 Credit Exposure of any Tranche 1 Lender would exceed its Tranche 1 Commitment at such time, (y) the aggregate Tranche 1 Credit Exposure would exceed the aggregate Tranche 1 Commitment at such time, and (z) with respect to any Tranche 1 Letter of Credit issued for the account of any Subsidiary Credit Party, the sum of the aggregate Tranche 1 Letter of Credit Exposure attributable to such Subsidiary Credit Party exceeds its L/C Collateral Balance at such time. Within the foregoing limits, and subject to and on the Bridge Term Loan Maturity Date in an aggregate principal amount equal terms and conditions hereof, the Borrower may borrow, repay and reborrow Loans, and the Credit Parties may obtain Tranche 1 Letters of Credit on a revolving basis to the then outstanding principal amount replace Tranche 1 Letters of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13Credit that have expired or that have been drawn upon and reimbursed. (cb) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding and subject to the principal amount terms and conditions hereof, (i) each Tranche 2 Lender hereby severally agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2 Letters of Rollover Loans issued by such LenderCredit as Syndicated Letters of Credit for the account of any Credit Party, which corresponding principal amount and (ii) the Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2 Letters of Credit as Participated Letters of Credit for the Bridge Term Loans shall be satisfied by the conversion account of such Bridge Term Loans into Rollover Loans any Credit Party and each Tranche 2 Lender hereby agrees to purchase participations in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of the Fronting Bank under Tranche 2 Letters of Credit issued as Participated Letters of Credit, provided that no Tranche 2 Lender shall be obligated to Issue or participate in any Tranche 2 Letter of Credit if, immediately after giving effect thereto, (x) the Tranche 2 Letter of Credit Exposure of any Tranche 2 Lender that has not made would exceed its share Tranche 2 Commitment at such time, (y) the aggregate Tranche 2 Letter of Credit Exposure would exceed the aggregate Tranche 2 Commitment at such time, or (z) the sum of the Loans aggregate Tranche 2 Letter of Credit Exposure attributable to be made by it available such Credit Party exceeds its L/C Collateral Balance at such time. Within the foregoing limits, and subject to the Administrative Agent and on the Closing Date by terms and conditions hereof, the time set forth in Section 2.03 Credit Parties may obtain Tranche 2 Letters of Credit on a revolving basis to the extent the Joint Lead Arrangers replace Tranche 2 Letters of Credit that have expired or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall that have been paid in fulldrawn upon and reimbursed.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Term Lender having made a Bridge Tranche A Term Loan Commitment agrees to make a Bridge Term Loan denominated in dollars to the Borrower during Company on the Certain Funds Period Effective Date in a principal amount not to exceed exceeding its Bridge Tranche A Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid or prepaid in respect of Rollover Tranche A Term Loans may not be reborrowed. (db) For Subject to the avoidance of doubtterms and conditions set forth herein, each Revolving Lender agrees to make to the Borrowers from time to time during the Revolving Availability Period (i) Revolving Loans denominated in dollars in an aggregate principal amount that will not result in such Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment and (ii) Revolving Loans denominated in Euros, Pounds Sterling and any other Designated Currency in an aggregate principal amount that will not result in the Aggregate Designated Currency Revolving Exposure exceeding the Aggregate Designated Currency Revolving Sublimit or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Joint Lead Arrangers Borrowers may borrow, prepay and reborrow Revolving Loans. (c) On the Lenders that are Affiliates of the Joint Lead Arrangers Restatement Effective Date, (i) each Revolving Lender shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available pay to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 same day funds an amount equal to the extent difference, if positive, between (A) such Lender’s Applicable Percentage of each outstanding Revolving Borrowing and (B) the Joint Lead Arrangers or their affiliates have funded on behalf amount of the Revolving Loans of such Lender. (e) The ability Lender under the Original Credit Agreement that are part of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversionRevolving Borrowing, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Administrative Agent shall pay to each Revolving Lender a portion of the funds so received equal to the Joint Lead Arrangers difference, if positive, between (A) the amount of the Revolving Loans made by such Lender under the Original Credit Agreement that are part of each outstanding Revolving Borrowing and (B) such Lender’s Applicable Percentage of the Lenders amount of such Revolving Borrowing, such that each Revolving Lender shall have been paid in fullhold its Applicable Percentage of each outstanding Revolving Borrowing.

Commitments. Subject (a) Upon and subject to the terms and conditions set forth herein: hereof, (ai) Each each Tranche 1 Lender having a Bridge Term Loan Commitment hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Account Party, (ii) the Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Account Party, and each Tranche 1 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit and (iii) each Tranche 1 Lender hereby agrees to make loans (each, a Bridge Term Loan "Loan," and collectively, the "Loans") to the Borrower IPC Holdings from time to time on any Business Day during the Certain Funds Period period from and including the Effective Date to but not including the Tranche 1 Termination Date; provided that no Tranche 1 Lender shall be obligated to make or participate in a principal amount not to any Tranche 1 Credit Extension if, immediately after giving effect thereto, (x) the Tranche 1 Credit Exposure of any Tranche 1 Lender would exceed its Bridge Term Loan CommitmentTranche 1 Commitment at such time, (y) the aggregate Tranche 1 Credit Exposure would exceed the aggregate Tranche 1 Commitments at such time or (z) with respect to any Tranche 1 Credit Extension constituting the Issuance of Tranche 1 Letters of Credit, the applicable conditions in SECTION 4.4 are not satisfied. Within the foregoing limits, and subject to and on the terms and conditions hereof, IPC Holdings may borrow, repay and reborrow Loans, and the Account Parties may obtain Tranche 1 Letters of Credit on a revolving basis to replace Tranche 1 Letters of Credit that have expired or that have been drawn upon and reimbursed. (b) Subject Upon and subject to satisfaction the terms and conditions hereof, (i) each Tranche 2 Lender hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2 Letters of Credit as Syndicated Letters of Credit for the conditions set forth in Section 2.01(e), account of any Account Party and (ii) the BorrowerFronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2 Letters of Credit as Participated Letters of Credit for the account of any Account Party, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid Tranche 2 Lender hereby agrees to purchase participations in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of the Fronting Bank under Tranche 2 Letters of Credit issued as Participated Letters of Credit; provided that no Tranche 2 Lender shall be obligated to Issue or participate in any Tranche 2 Letter of Credit if, immediately after giving effect thereto, (w) the Tranche 2 Letter of Credit Exposure of any Tranche 2 Lender that has not made would exceed its share Tranche 2 Commitment at such time, (x) the aggregate Tranche 2 Letter of Credit Exposure would exceed the aggregate Tranche 2 Commitments at such time, (y) the sum of the Loans aggregate Tranche 2 Letter of Credit Exposure attributable to be made by it available such Account Party on whose account the Tranche 2 Letter of Credit is being issued exceeds the Borrowing Base of such Account Party at such time or (z) the applicable conditions in SECTION 4.4 are not satisfied. Within the foregoing limits, and subject to the Administrative Agent and on the Closing Date by terms and conditions hereof, the time set forth in Section 2.03 Account Parties may obtain Tranche 2 Letters of Credit on a revolving basis to the extent the Joint Lead Arrangers replace Tranche 2 Letters of Credit that have expired or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall that have been paid in fulldrawn upon and reimbursed.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders, the Issuer and the Loan Note Guarantor severally agree to make Credit Extensions as set forth herein:below. SECTION 2.1.1 Revolving Loan Commitment, Swing Line Loan Commitment and Other Currency Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) Each each Lender having that has a Bridge Term Revolving Loan Commitment (referred to as a "Revolving Loan Lender") agrees that it will make loans (relative to make a Bridge Term Loan such Lender, its "Revolving Loans") in Dollars to the Borrowers equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by such Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment.be made on such day; (b) Subject to satisfaction of the conditions set forth Swing Line Lender agrees that it will make loans (its "Swing Line Loans") in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal Dollars to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding Borrowers equal to the principal amount of Rollover Loans issued the Swing Line Loan requested by such Lender, which corresponding Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment"; and (c) the Other Currency Lender agrees that it will make loans (its "Other Currency Loans") in Other Currency to the Borrowers equal to the principal amount of the Bridge Term Loans shall be satisfied Other Currency Loan requested by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans Borrower to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) day. The ability Commitment of the Borrower Other Currency Lender described in this clause is herein referred to automatically convert Bridge Term Loans into Rollover Loans is as its "Other Currency Loan Commitment". On the terms and subject to the following conditions being satisfied: hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans, Swing Line Loans and Other Currency Loans. No Revolving Loan Lender shall be required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender (without giving effect to amounts used for the U.K. Refinancing), together with such Lender's Percentage of the aggregate amount of all Swing Line Loans, Letter of Credit Outstandings, Loan Note Guaranty Obligations and Other Currency Loans, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be required to make Swing Line Loans if, after giving effect thereto, (i) at the time aggregate outstanding principal amount of any such conversion, there shall exist no Event of Default all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all fees due Swing Line Loans and Revolving Loans made by the Swing Line Lender (without giving effect to amounts used for the Joint Lead Arrangers U.K. Refinancing) plus the Swing Line Lender's Percentage of the aggregate amount of Letter of Credit Outstandings plus the Swing Line Lender's Percentage of the aggregate amount of Other Currency Loans plus the Swing Line Lender's Percentage of the aggregate amount of all Loan Note Guaranty Obligations would exceed the Swing Line Lender's Percentage of the then existing Revolving Loan Commitment Amount. Additionally, the Other Currency Lender shall not be required to make Other Currency Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Other Currency Loans would exceed the then existing Other Currency Loan Commitment Amount or (ii) unless otherwise agreed to by the Other Currency Lender, in its sole discretion, the sum of all Other Currency Loans and Revolving Loans made by the Lenders shall have been paid in fullOther Currency Lender (without giving effect to amounts used for the U.K. Refinancing) plus the Other Currency Lender's Percentage of the aggregate amount of Letter of Credit Outstandings plus the Other Currency Lender's Percentage of the aggregate amount of all Swing Line Loans plus the Other Currency Lender's Percentage of the aggregate amount of all Loan Note Guaranty Obligations would exceed the Other Currency Lender's Percentage of the then existing Revolving Loan Commitment Amount.

Commitments. i. Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower denominated in Dollars or an Alternative Currency during the Certain Funds Revolving Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal which will not result in such Revolving Lender’s Revolving Exposure exceeding its Revolving Commitment. The Borrower may borrow, prepay and reborrow Revolving Loans. ii. On the Effective Date, (i) each Revolving Lender that is also a Revolving Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (each, an “Existing Lender”) shall be deemed to have consented to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion amendment and restatement of the Bridge Term Loans into Rollover LoansExisting Credit Agreement set forth herein, each and such Existing Lender shall cancel on be deemed to have converted all (or such lesser amount allocated to such Existing Lender by the Lead Arrangers) of its records Revolving Commitment (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (the “Existing Revolving Commitment”) into a principal Revolving Commitment under this Agreement (in such amount of the Bridge Term Loans held committed to by such Lender corresponding as set forth on Schedule 2.01(a)) and such Existing Lender shall thereafter be a Lender under this Agreement and (ii) each Existing Lender that will not be a Revolving Lender under this Agreement shall be deemed to have assigned its Existing Revolving Commitments to the principal amount of Rollover Loans issued by Revolving Lenders under this Agreement in such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied a manner as required by the conversion of such Bridge Term Loans into Rollover Loans in accordance Administrative Agent to effect the Revolving Commitments set forth on Schedule 2.01(a) with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the result that, for the avoidance of doubt, the Joint Lead Arrangers and the Lenders each Existing Lender that are Affiliates will not be a Revolving Lender under this Agreement will, as of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates Effective Date, have funded on behalf of such Lenderno Revolving Commitments hereunder. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , each Lender severally agrees to make Revolving Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (a) Each Lender having a Bridge Term Loan such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment agrees to make a Bridge Term Loan to or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments. During the Availability Period, the Borrower during shall be entitled to borrow, prepay and reborrow Revolving Loans in accordance with the Certain Funds Period in terms and conditions of this Agreement; provided, that the Borrower may not borrow or reborrow should there exist a principal amount not to exceed its Bridge Term Loan CommitmentDefault or Event of Default. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, Lender severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (agrees to make a Rollover Conversion”) into a single loan (individually each, a “Rollover Loan” and collectively, the “Rollover Loans”"TERM LOAN") by to the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate a principal amount equal to the then outstanding principal Term Loan Commitment of such Lender; provided, that if for any reason the full amount of such Lender’s Bridge 's Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled. The Term Loans may be, from time to time, Base Rate Loans or Eurodollar Loans or a combination thereof; provided, that on the Closing Date, all Term Loans shall be Base Rate Loans unless the Administrative Agent shall have received written notice from the Borrower prior to 11:00 a.m. three (3) Business Days prior to the Closing Date that such Term Loans are to be Eurodollar Loans, such notice to contain substantially the same information as is required under Section 2.3 for Revolving Borrowings as well as an agreement from the Borrower to indemnify the Agent and each of the Lenders in a manner consistent with Section 2.18 hereof for any loss, cost or expense resulting from the failure by the Borrower to borrow such Eurodollar Loans on the date specified in such notice. Rollover The execution and delivery of this Agreement by the Borrower and the satisfaction of all conditions precedent pursuant to Section 3.1 shall be deemed to constitute the Borrower's request to borrow the Term Loans will bear interest at on the Closing Date. In the event the Borrower prepays a rate determined Term Loan in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans2.11, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Initial Revolving Lender having a Bridge Term Loan holding an Initial Revolving Credit Commitment severally agrees to make a Bridge Term Loan Initial Revolving Loans to the Borrower in dollars from time to time during the Certain Funds Initial Revolving Availability Period in a an aggregate principal amount that will not result in such Initial Revolving Lender’s aggregate Initial Revolving Loans exceeding such Initial Revolving Lender’s Initial Revolving Credit Commitment and (ii) each Extending Lender severally agrees to make Extended Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Extending Lender’s aggregate Extended Revolving Loans exceeding such Extending Lender’s Extended Revolving Credit Commitment and (iii) each Incremental Revolving Lender severally agrees to make Incremental Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Incremental Revolving Lender’s aggregate Incremental Revolving Loans exceeding such Incremental Revolving Lender’s Incremental Revolving Credit Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Revolving Credit Exposure exceed its Bridge Term Loan Commitmentthe Revolving Credit Commitments then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Each Revolving Lender’s Revolving Credit Commitment shall expire on the applicable Revolving Facility Maturity Date, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be paid in full no later than such date. (b) Subject to satisfaction of the terms and conditions set forth herein (i) each Initial Term B Lender severally agrees to make Initial Term B Loans to the Borrower in Section 2.01(e), dollars during the BorrowerInitial Term B Availability Period in an amount not to exceed such Initial Term B Lender’s Initial Term B Loan Commitment, and (ii) each Lender, severally and not jointly, agree that if the Bridge Incremental Term Loan Lender with an Incremental Term Loan Commitment agrees to make Incremental Term Loans have not been repaid to the Borrower in full dollars on the Bridge Term Loan Maturity Date, relevant borrowing date or during the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date relevant availability period in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge applicable Incremental Term LoansLoan Commitment. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by All such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied made on the applicable date by making immediately available funds available to the Administrative Agent’s designated account or to such other account or accounts as may be designated in writing to the Administrative Agent by the conversion Borrower, not later than the time specified by the Administrative Agent. The full amount of such Bridge the Initial Term Loans into Rollover Loans B Loan Commitments may be drawn in accordance with Section 2.01(b)three separate drawings during the Initial Term B Availability Period. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. . On each date of incurrence of any Initial Term B Loans (d) For and after giving effect to the avoidance of doubtincurrence thereof), the Joint Lead Arrangers and Initial Term B Loan Commitment of each Initial Term B Lender shall be reduced by the Lenders that are Affiliates aggregate principal amount of the Joint Lead Arrangers shall be entitled (in addition to Initial Term B Loan made by such Initial Term B Lender on such date. In addition, on the Borrower) to enforce the obligations of any Lender that has not made its share last day of the Initial Term B Availability Period (after giving effect to any incurrence of Initial Term B Loans to be made by it available to on such day), the Administrative Agent on the Closing Date by the time set forth in Section 2.03 Initial Term B Loan Commitment of each Initial Term B Lender shall terminate (to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lendernot theretofore terminated). (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having agrees, severally and not jointly, to makewith a Bridge Term Loan Commitment agrees to make made a Bridge Term Loan to the Borrower during on the Certain Funds Period Closing Date in an amount equal to (ai) the Commitment of such Lender less (bii) the original issue discount applicable to such Lender as set forth on Annex A. Each Lender’s Commitment to make a principal amount not Loan on the Closing Date terminated on the Closing Date after giving effect to exceed its Bridge Term Loan Commitmentthe funding of such Lender’s Commitment on the Closing Date. The Borrower hereby acknowledges, confirms and agrees that $40,000,000 of the aggregate Commitments of the Lenders were advanced on the Closing Date and remain outstanding on the Second Amendment Effective Date. Moreover, the Borrower and the Lenders agree and acknowledge that each term loanLoan made on the Closing Date and the associated Warrant comprise an “investment unit” within the meaning of Treasury Regulations Section 1.1273-2(h), and that the fair market value of each Warrant is specified on Annex A hereto; provided that Annex A shall be modified on the Closing Date to reflect the fair market value of each Warrant as of the Closing Date. The sum of the discount specified in the foregoing clause (bii) and the fair market value of the Warrants will be treated as original issue discount on the LoanLoans made on the Closing Date for U.S. federal income tax purposes and will reduce the issue price of the Loansuch Loans. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each LenderLender with a Second Amendment Commitment agrees, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term to make a Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Term Loan Maturity Second Amendment Funding Date in an aggregate principal amount equal to (i) the then outstanding principal amount Second Amendment Commitment of such Lender less (ii) the original issue discount applicable to such Lender as set forth on Annex A. The Borrower may make only one borrowing under the Second Amendment Commitments, which shall be on the Closing Date. Second Amendment Funding Date. Each Lender’s Second Amendment Commitment shall terminate immediately and without further action on the earlier of (i) the Second Amendment Funding Date after giving effect to the funding of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13Second Amendment Commitment on the Second Amendment Funding Date or (ii) May 28, 2021. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Any amountamounts borrowed under this Section 2.01(b). Amounts 2.01 and subsequently repaid in respect of Rollover Loans or prepaid may not be reborrowed. Subject to Section 2.07 and Section 2.08, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date. Each Lender’s Commitment shall terminate immediately and without further action on the earlier of (i) the Closing Date after giving effect to the funding of such Commitment on the Closing Date or (ii) December 31, 2020. (d) For The Second Amendment Loans shall constitute a separate tranche from the avoidance of doubt, term loans outstanding immediately prior to the Joint Lead Arrangers Second Amendment Funding Date. The Borrower and the Lenders that are Affiliates hereby acknowledge and agree that, for U.S. federal income tax purposes, pursuant to Treasury Regulation Section 1.1275-2(c), each tranche will be treated as a single debt instrument with a single issue price, maturity date, yield to maturity and stated redemption price at maturity for purposes of Section 1271 of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderCode. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein:, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (i) such Lxxxxx’s Revolving Exposure exceeding such Lxxxxx’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the aggregate 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. (a) Each Subject to the terms and conditions set forth herein, each Term Lender having a Bridge severally (and not jointly) agrees to make, or in the case of the Existing Term Loan Commitment agrees Loans, be deemed to make a Bridge Term Loan in dollars to the Borrower during Borrower, on the Certain Funds Period Restatement Date, in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount sum of such Lender’s Bridge (i) Term Commitment and (ii) pro rata portion of the Existing Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts prepaid or repaid in respect of Rollover Term Loans may not be reborrowed. (d) . The Administrative Agent and the Lenders agree that the Term Loans outstanding immediately prior to the Restatement Date pursuant to the Existing Credit Agreement shall be deemed to have been prepaid in their entirety on the Restatement Date, and to the extent that such prepayment results in break funding costs under Section 2.16, the Lenders hereby agree to waive any reimbursement obligations of the Borrowers arising under Section 2.16 in connection herewith. The Administrative Agent and the Lenders further agree that the Revolving Commitments and outstanding Term Loans of certain of the Lenders shall be reallocated among such Lenders on the Restatement Date such that, as of the Restatement Date, the Revolving Commitments and outstanding Term Loans of each Lender shall be as set forth on the Commitment and Outstanding Term Loan Schedule. For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversionExiting Lenders shall no longer be a party to this Agreement, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Revolving Commitments and Term Loans of each Exiting Lender immediately prior to the Joint Lead Arrangers effectiveness of this Agreement shall be reallocated among certain Lenders pursuant to the preceding sentence, (iii) no Exiting Lender shall have any other commitment or other obligation hereunder and the Lenders (iv) each Exiting Lender shall have been paid in fullfull all principal, interest and other amounts owing to it or accrued for its account under the Existing Credit Agreement.

Commitments. Subject (a) Borrower is, pursuant to this Amendment, increasing the Total Commitment pursuant to §2.10 of the Credit Agreement. Borrower hereby acknowledges and agrees that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Commitment shall be the amount set forth on Schedule 1.1 attached hereto. In connection with the increase of the Total Commitment, TD Bank, NA (the “New Lender”) shall be issued a Revolving Credit Note in the principal face amount of its Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and New Lender shall be a Lender under the Credit Agreement. Each of the Lenders previously a party to the Credit Agreement that is increasing its Commitment in connection with this Amendment (collectively, the “Existing Modifying Lenders”) shall receive a Revolving Credit Note based on its respective Commitment as set forth on Schedule 1.1 hereto (and promptly return to Borrower its existing Revolving Credit Note), which Revolving Credit Notes shall be replacements for such Lender’s existing Revolving Credit Notes and shall not be a novation or satisfaction of the indebtedness thereunder. (b) By its signature below, New Lender, subject to the terms and conditions hereof, hereby becomes a party to the Credit Agreement and agrees to perform all obligations with respect to its respective Commitment as if New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation to make a Bridge Term Loan Revolving Credit Loans to the Borrower during the Certain Funds Period in a principal amount not with respect to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction Commitment as required under §2.1 of the conditions set forth Credit Agreement, the obligation to pay amounts due in respect of Swing Loans as provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 2.01(e)14 and 18 of the Credit Agreement. Further, New Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger, or on any affiliate or subsidiary thereof or any other Lender and based on such documents, financial statements and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Not in limitation of the foregoing, New Lender acknowledges and agrees that the Agent, the Arranger and the other Lenders are making no representations or warranties with respect to, and New Lender hereby releases and discharges the Agent, the Arranger and the other Lenders for any responsibility or liability for: (i) the present or future solvency or financial condition of the Borrower, any Guarantor or any other Person, (ii) any representations, warranties, statements or information made or furnished by the Borrower, any Guarantor or any other Person in connection with the Credit Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or enforceability of the Credit Agreement, any other Loan Document or any other document or instrument executed in connection therewith, or the collectability of the Obligations, (iv) the perfection, priority or validity of any Lien with respect to any collateral at any time securing the Obligations under the Notes or the Credit Agreement and each Lender(v) the performance or failure to perform by the Borrower, severally and any Guarantor or any other Person of any obligation under the Credit Agreement or any other Loan Document to which it is a party. Except as expressly provided in the Credit Agreement, neither the Agent, the Arranger nor any other Lender shall have any duty or responsibility whatsoever, either initially or on a continuing basis, to provide New Lender with any credit or other information with respect to the Borrower or any Guarantor or to notify any New Lender of any Default or Event of Default. New Lender has not jointly, agree that if the Bridge Term Loans have not been repaid in full relied on the Bridge Term Loan Maturity DateAgent, Arranger, any other Lender or any subsidiary or affiliate thereof as to any legal or factual matter in connection therewith or in connection with the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13transactions contemplated thereunder. (c) Upon New Lender (i) represents and warrants as to itself that (A) it is legally authorized to, and has full power and authority to, enter into this Amendment and perform its obligations under this Amendment and the conversion Credit Agreement, and (B) it does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or the Guarantors, if any, and is not a Defaulting Lender or an Affiliate of a Defaulting Lender or a natural person; (ii) confirms that it has received copies of the Bridge Term Loans Credit Agreement, the other Loan Documents and such other documents, financial statements and information as it has deemed appropriate to make its own credit analysis and decision to enter into Rollover this Amendment; (iii) agrees that it has and will, independently and without reliance upon any Lender, the Agent or the Arranger and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, each Lender shall cancel the Loan Documents, the creditworthiness of the Borrower and any Guarantors and the value of the assets of the Borrower and any Guarantors, and taking or not taking action under the Loan Documents; (iv) appoints and authorizes the Agent to take such action as contractual representative on its records a principal amount behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Bridge Term Loans held Loan Documents; and (v) agrees that, by such Lender corresponding this Amendment, it has become a party to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans and will perform in accordance with Section 2.01(b)their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Amounts repaid in respect of Rollover New Lender acknowledges and confirms that its address for notices is as set forth on the signature pages hereto, and its Domestic Lending Office and LIBOR Lending Office for Revolving Credit Loans may not be reborrowedis as set forth on Schedule 1.1 attached hereto. (d) For the avoidance of doubtBy its signature below, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition each Existing Modifying Lender hereby agrees to the Borrower) perform all obligations with respect to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time respective Commitment as set forth in Section 2.03 the Agreement (as modified by this Amendment), which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the extent Borrower with respect to its Revolving Credit Commitment as required under §2.1 of the Joint Lead Arrangers or their affiliates have funded on behalf Credit Agreement, the obligation to pay amounts due in respect of such LenderSwing Loans as provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. (e) The ability On the effective date of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: this Amendment, (i) at the time Lenders shall fund so much of any the increase of the Commitment to Agent as is necessary in order that the outstanding principal balance of the Loans prior to the effectiveness of this Amendment shall be reallocated among the Lenders such conversionthat the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage of the Outstanding Loans (as in effect after the effectiveness of this Amendment), there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and and (ii) all fees due those Lenders whose Commitment is increasing (including the New Lender) shall advance the funds to the Joint Lead Arrangers Agent and the funds so advanced shall be distributed among the Lenders shall have been paid in fullwhose Commitment is decreasing as necessary to accomplish the required reallocation of the Outstanding Loans.

Commitments. Subject to the terms and conditions set forth herein: herein and in the 2019 Incremental Assumption Agreement, (a) Each each Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Incremental Term Commitment and, (b) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in dollars from time to time during the Certain Funds Revolving Availability Period in a an aggregate principal amount which will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, (c) each 2019 Incremental Effective Date Term Lender agrees to make 2019 Incremental Effective Date Term Loans in dollars on the 2019 Incremental Effective Date in an aggregate principal amount not to exceed its Bridge 2019 Incremental Effective Date Term Loan Commitment. (b) Subject to satisfaction ; provided that upon the borrowing of the conditions set forth in Section 2.01(e)2019 Incremental Effective Date Term Loans, the Borrowerthese shall have identical terms as, and each Lender, severally shall automatically be part of the same fungible Class as (and not jointly, agree that if the Bridge Borrower and the Administrative Agent shall make such modifications to the terms thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans have not been repaid in full on and (d) each 2019 Delayed Draw Incremental Term Lender agrees to make 2019 Delayed Draw Incremental Term Loans at any time during the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date 2019 Delayed Draw Availability Period in an aggregate principal amount equal not to exceed its 2019 Delayed Draw Incremental Term Loan Commitment; provided that upon the then outstanding principal amount borrowing of such Lender’s Bridge the 2019 Delayed Draw Incremental Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion , these shall have identical terms as, and shall automatically be part of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. same fungible Class as (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to Borrower and the Administrative Agent on the Closing Date by the time set forth in Section 2.03 shall make such modifications to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of terms thereof as reasonably necessary to ensure such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.fungibility)