Common use of General Description of Facilities Clause in Contracts

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: (a) the Lenders hereby establish, in favor of the Borrower, two (2) revolving credit facilities (as provided below), pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (c) the Swingline Lender may make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; (d) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, (i) in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitment.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars accordance with Section 2.2, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.2; 2.21, (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , and (div) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of the Dollar Equivalent of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments in effect Commitment Amount from time to timetime in effect. Funding of any Revolving Loans shall be in any combination of Dollars and Euros, (ii) as specified by the Borrower as set forth in Section 2.3; provided, that the Dollar Equivalent amount of the principal amount of outstanding Revolving Loans and Letters of Credit funded and issued in Euros determined, with respect to each such Revolving Loans and Letters of Credit in accordance with Section 10.17 shall at no time exceed the Foreign Currency Sublimit then in effect and provided further, that in no event shall the aggregate principal amount Revolving Credit Exposure of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure any Lender exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Revolving Commitment.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Revolving Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Revolving Lender severally agrees (to the extent of such LenderXxxxxx’s applicable Revolving Commitment) to make applicable Revolving Loans in Dollars to the Borrower in Dollars in accordance with Section 2.2; (bii) the each Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (ciii) the Swingline Lender may make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; (div) each Revolving Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, (i) ; provided that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments Commitment Amount in effect from time to time; and (ev) each Term Lender with a Term A Loan Commitment severally agrees to advance its portion of the make a Term A Loan A to the Borrower in a principal amount equal to such Lender’s Term A Loan Commitment in Dollars on the Third Amendment Effective Date Date; and (vi) each Term Lender with a Delayed Draw Term Loan Commitment severally agrees to make Delayed Draw Term Loans to the Borrower in accordance with Section 2.5 in a an aggregate principal amount not exceeding such Term Lender’s Delayed Draw Term Loan A CommitmentCommitment in Dollars on the dates requested pursuant to Section 2.5(c).

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (bii) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; , (ciii) the Swingline Lender may make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, ; (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (ev) each Lender severally agrees to advance make its portion of the Term Loan A to the Borrower in Dollars on the Effective Closing Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitment; and (vi) the Lenders hereby establish in favor of the Borrower a delayed draw term loan facility pursuant to which each Lender severally agrees (to the extent of such Lender’s Delayed Draw Term Loan Commitment) to make its portion of the Delayed Draw Term Loan to the Borrower in accordance with Section 2.5(b).

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Non-Extended Revolving Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender the Non-Extended Revolving Lenders severally agrees agree (to the extent of such Lender’s applicable their respective Pro Rata Shares based on their Non-Extended Revolving CommitmentCommitments and the Aggregate Non-Extended Revolving Commitment Amount) to make applicable Non-Extended Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; 2.2(a), (bii) the Issuing Bank may issue Letters Extended Revolving Lenders hereby establish in favor of Credit denominated in Dollars in accordance with Section 2.22; the Borrower a revolving credit facility pursuant to which the Extended Revolving Lenders severally agree (cto the extent of their respective Pro Rata Shares based on their Extended Revolving Commitments and the Aggregate Extended Revolving Commitment Amount) the Swingline Lender may to make Swingline Extended Revolving Loans to the Borrower in Dollars accordance with Section 2.2(b), (iii) each Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.24, (iv) the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4; , and (dv) each Extended Revolving Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall (A) the aggregate principal amount of all outstanding Non-Extended Revolving Loans exceed at any time the Aggregate Non-Extended Revolving Commitment Amount in effect at such time and (B) the aggregate principal amount of the Dollar Equivalent of all outstanding Extended Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Extended Revolving Commitments Commitment Amount in effect from time to at such time. Each Letter of Credit shall be issued in an Acceptable Currency, (ii) as specified by the Borrower as set forth in no event shall Section 2.24; provided, that the aggregate Dollar Equivalent amount of the principal amount amounts of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure Letters of Credit issued in Acceptable Currencies other than Dollars shall at no time exceed the Aggregate Working Capital Revolving Commitments Foreign Currency Sublimit then in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion of the effect. Each Term Loan A to outstanding under the Borrower in Dollars Existing Credit Agreement on the Effective Fourth Restatement Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitmentshall continue to remain outstanding hereunder.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (bii) the Issuing Bank may agrees to issue Letters of Credit denominated in Dollars in accordance with Section 2.22; , (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, (i) in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, hereof and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (ev) each Lender severally agrees to advance its portion of the make a Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitment; provided, that no Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, (i) the Dollar Equivalent of the aggregate principal amount of the Revolving Loans and the LC Exposure of all Lenders (determined in accordance with Section 2.26) would thereby exceed the Aggregate Revolving Commitment Amount then in effect; or (ii) the Dollar Equivalent of the Revolving Credit Exposure of such Lender (determined in accordance with Section 2.26) would thereby exceed its Commitment then in effect. Funding of any Revolving Loans shall be in any combination of Dollars or any other Alternate Currency as specified by the Borrower as set forth in Section 2.3.

General Description of Facilities. (a) Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment, including any increase in Revolving Commitments initially provided in the form of 2023 Revolving Commitments on the Amendment No. 5 Effective Date) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (bii) the Issuing Bank may agrees to issue Letters of Credit denominated in Dollars in accordance with Section 2.22; , (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments in effect Commitment from time to time, (ii) time in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to timeeffect; and (ev) each Increasing Lender with an Additional Term Loan A-34 Commitment severally agrees to advance its portion of the make an additional Term Loan A A-34 to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding equal to such Lender’s Additional Term Loan A CommitmentA-34 Commitment on the ClosingAmendment No. 5 Effective Date. (b) Immediately before giving effect to the terms and conditions of Amendment No. 5 on the Amendment No. 5 Effective Date, the only Term Loans outstanding constitute Term Loan A-3 in an aggregate amount equal to $164,032,950.10. The parties hereto agree that each Term Loan A-34 made by an applicable Increasing Lender on the ClosingAmendment No. 5 Effective Date pursuant to its Additional Term Loan A-34 Commitment and that the 2023 Revolving Commitment of the New Lender and eachany applicable Increasing Lender or New Lender will be incurred as Incremental Term Loans and Incremental Revolving Commitments, as applicable, made pursuant to Section 2.24 (and solely for the purposes of incurring such Term Loan A-34 made by the Increasing Lenders and effecting the 2023 Revolving Commitment made by the New Lender and the Increasing Lenders, in each case, on the ClosingAmendment No. 5 Effective Date, the Administrative Agent and Lenders hereby waive the notice requirements set forth in Section 2.24).) The parties hereto agree that the amount of the Incremental Term Loans and Incremental Revolving Commitments contemplated by this Section 2.1(b) shall not reduce the amount of Incremental Facilities available pursuant to Section 2.24 on and after the ClosingAmendment No. 5

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (a) the Revolving Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Revolving Lender severally agrees (to the extent of such LenderLxxxxx’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (c) the Swingline Lender may make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; (d) each Revolving Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, (i) ; provided that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments Commitment Amount in effect from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each A-4 Term Loan Lender severally agrees (to advance its portion the extent of the such Lxxxxx’s A-4 Term Loan A Commitment) to the Borrower in Dollars make one or more A-4 Term Loans on the Effective Closing Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s 2.27, and (f) each A-5 Term Loan A Lender severally agrees (to the extent of such Lxxxxx’s A-5 Term Loan Commitment) to make one or more A-5 Term Loans on the First Amendment Date in accordance with Section 2.29.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; (bii) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (ciii) the Swingline Lender may make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; (div) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, (i) ; provided that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments Commitment Amount in effect from time to time; and (ev) each Lender severally agrees to advance its portion of the make a Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A CommitmentCommitment on the Closing Date; and (vi) each Lender severally agrees to make Delayed Draw Term Loans to the Borrower in a principal amount not exceeding such Lender’s Delayed Draw Term Loan Commitment in effect from time to time.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Tranche A Revolving Lenders hereby establish, establish in favor of the Borrower, two (2) Borrowers a revolving credit facilities (as provided below), facility pursuant to which each Tranche A Revolving Lender severally agrees (to the extent of such Tranche A Revolving Lender’s applicable Tranche A Revolving Commitment) to make applicable Tranche A Revolving Loans to the Borrower in Dollars Borrowers in accordance with Section 2.22.2(a); (bii) the Tranche A-1 Revolving Lenders hereby establish in favor of the Borrowers a “first-in, last-out” revolving credit facility pursuant to which each Tranche A-1 Revolving Lender severally agrees (to the extent of such Tranche A-1 Revolving Lender’s Tranche A-1 Revolving Commitment) to make Tranche A-1 Revolving Loans to the Borrowers in accordance with Section 2.2(b); (iii) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.222.24; (civ) the Swingline Lender may make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; (dv) each Lender with a Working Capital Revolving Commitment severally agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, ; (ivi) each Lender severally agrees (to the extent of such Lender’s Revolving Commitment) to make Revolving Loans in the form of Agent Advances in accordance with Section 2.6; and (vii) each Lender severally agrees to make a Term Loan to the Borrowers on the Closing Date in a principal amount not exceeding such Lender’s Term Loan Commitment in accordance with Section 2.7; provided that in no event shall (A) the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed Availability, (B) the Aggregate Tranche A Revolving Commitments in effect from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Credit Exposure exceed Tranche A Availability or (C) the Aggregate Working Capital Tranche A-1 Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans Credit Exposure exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A CommitmentTranche A-1 Availability.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (bii) the Issuing Bank may agrees to issue Letters of Credit denominated in Dollars in accordance with Section 2.22; , (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Multicurrency Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, ; (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (ev) each Lender severally agrees to advance make its portion of the Term Loan A to the Borrower in Dollars on the Effective Closing Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan Commitment; (vi) each Lender severally agrees to make its portion of the Add-On Term Loan to the Borrower on the First Amendment Effective Date in a principal amount not exceeding such Lender’s Add-On Term Loan Commitment; and (vii) subject to the conditions set forth in Section 2 of the Sixth Amendment, each Lender severally agrees to make its portion of the Incremental Term Loan A Commitmentto the Borrower on the Banamex Acquisition Effective Date.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders with Revolving Commitments hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender the Lenders with Revolving Commitments severally agrees agree (to the extent of each Lender’s Pro Rata Share up to such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars accordance with Section 2.2, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.2; 2.24, (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments in effect from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments time in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (ev) each Lender with a Term Loan Commitment severally agrees to advance its portion of the make a Term Loan A to the Borrower in Dollars on the Effective Closing Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitment.

General Description of Facilities. (a) Subject to and upon the terms and conditions herein set forth: , (a) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender the Lenders severally agrees agree (to the extent of each Lender's Pro Rata Share up to such Lender’s applicable 's Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (c) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (c) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.23, and (d) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Swingline Loans and the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, thatthat in no event shall (x) the Revolving Credit Exposure of any Lender (determined in accordance with Section 10.14) exceed at any time its Revolving Commitment then in effect, (y) the sum of the aggregate Revolving Credit Exposures (determined in accordance with Section 10.14) exceed at any time the lesser of (i) the Aggregate Revolving Commitments then in effect or (ii) the Borrowing Base, or (z) the U.S. Dollar Equivalent amount of outstanding Revolving Loans and LC Obligations funded and issued in Foreign Currency (determined in accordance with Section 10.14) exceed the Foreign Currency Commitment from time to time in effect. (b) The Borrower shall furnish a certificate to the Administrative Agent, substantially in the form of Exhibit 2.1 attached hereto (a "BORROWING AVAILABILITY CERTIFICATE"), (i) in no event shall if there are Revolving Loans outstanding, on a monthly basis on or before the aggregate principal amount tenth (10th) Business Day of all outstanding Revolving Loans, Swingline Loans each calendar month and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, (ii) if there are no Revolving Loans outstanding, on a quarterly basis as soon as available after the end of each fiscal quarter of the Borrower and, in no event any event, at or before the time of delivery of the financial statements required by Section 5.1(a) and (b), in each case, duly executed and certified correct by a Responsible Officer, setting forth a calculation of the Borrowing Availability as of such calendar month end or such fiscal quarter end, as applicable. The Administrative Agent shall determine the aggregate principal amount availability of all outstanding Working Capital Revolving Loansany Borrowing or the issuance of any Letter of Credit based upon the most current calendar month end or the most current fiscal quarter end, Swingline Loans as applicable, Borrowing Availability Certificate showing that the Borrowing Availability is sufficient to support such Borrowing or the issuance of such Letter of Credit. All Borrowings and outstanding LC Exposure exceed issuance of Letters of Credit during each calendar month or fiscal quarter, as applicable, shall thereafter be reconciled by the Aggregate Working Capital Revolving Commitments in effect from time to timeAdministrative Agent upon receipt of the next succeeding Borrowing Availability Certificate, and to the extent any Borrowing was made or any Letter of Credit was issued without the appropriate availability (iiias shown by such next succeeding Borrowing Availability Certificate) in no event and a resulting margin imbalance has occurred, the Borrower shall be required to pay down such margin imbalance immediately upon telephonic notice (followed by written notice) of such margin imbalance from the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed Administrative Agent. At the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion option of the Term Loan A Administrative Agent, each Borrowing Availability Certificate shall be subject to verification by appropriate representatives of the Administrative Agent prior to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitmentdisbursement of any monies.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (a) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender the Lenders severally agrees agree (to the extent of each Lender's Pro Rata Share up to such Lender’s applicable 's Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (c) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (c) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.23, and (d) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Swingline Loans and the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall (x) the Revolving Credit Exposure of any Lender (determined in accordance with Section 10.14) exceed at any time its Revolving Commitment then in effect, (y) the sum of the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure Credit Exposures (determined in accordance with Section 10.14) exceed at any time the Aggregate Revolving Commitments in effect from time to timetime in effect, or (iiz) in no event shall the aggregate principal U.S. Dollar Equivalent amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments Obligations funded and issued in effect from time to time, and Foreign Currency (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower in Dollars on the Effective Date determined in accordance with Section 2.5 10.14) exceed the Foreign Currency Commitment from time to time in effect. The Aggregate Revolving Commitments may be increased from time to time following additional syndication to banks and other financial institutions acceptable to the Borrower and the Administrative Agent; provided, that the Aggregate Revolving Commitments shall not exceed $75,000,000. In order to effectuate such increase in the Aggregate Revolving Commitments, the Borrower, the Administrative Agent and each bank or financial institution which will become a principal Lender hereunder (a "NEW LENDER") shall execute and deliver a Lender Addition Agreement, substantially in the form of Exhibit 2.1 attached hereto (a "LENDER ADDITION AGREEMENT"). The increased Aggregate Revolving Commitments as well as the Revolving Commitment for the New Lender shall be set forth in the Lender Addition Agreement. As a condition to the effectiveness of such Lender Addition Agreement, the Borrower shall deliver to the Administrative Agent a Revolving Credit Note payable to the New Lender in the face amount not exceeding such of the New Lender’s Term Loan A 's Revolving Commitment.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Revolving Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Revolving Lender severally agrees (to the extent of such Lender’s applicable its Pro Rata Share based on its Revolving CommitmentCommitment and the Aggregate Revolving Commitments) to make applicable Revolving Loans to the Borrower in Dollars accordance with Section 2.2, (ii) each Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.2; 2.24, (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Revolving Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, and (iv) each Lender with a Term Loan Commitment severally agrees to make Term Loans to the Borrower in a principal amount not exceeding such Lender's Term Loan A Commitment on the Closing Date in accordance with Section 2.6 and such Lender's Delayed Term Loan Commitment thereafter in accordance with Section 2.28; provided that in no event shall the aggregate principal amount of the Dollar Equivalent of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments Commitment Amount in effect from time to at such time. Each Letter of Credit shall be issued in an Acceptable Currency, (ii) as specified by the Borrower as set forth in no event shall Section 2.24; provided further, that the aggregate Dollar Equivalent amount of the principal amount amounts of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure Letters of Credit issued in Acceptable Currencies other than Dollars shall at no time exceed the Aggregate Working Capital Revolving Commitments Foreign Currency Sublimit then in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitmenteffect.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (bii) the Issuing Bank may agrees to issue Letters of Credit denominated in Dollars in accordance with Section 2.22; , (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Multicurrency Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time, ; (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (ev) each Lender severally agrees to advance make its portion of the Term Loan A to the Borrower in Dollars on the Effective Closing Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitment; and (vi) each Lender severally agrees to make its portion of the Add-On Term Loan to the Borrower on the First Amendment Effective Date in a principal amount not exceeding such Lender’s Add-On Term Loan Commitment.

General Description of Facilities. (a) Subject to and upon the terms and conditions herein set forth: , (ai) the Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars in accordance with Section 2.2; , (bii) the Issuing Bank may agrees to issue Letters of Credit denominated in Dollars in accordance with Section 2.22; , (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of all outstanding LEGAL02/36800330v21 Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments in effect Commitment from time to time, (ii) time in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to timeeffect; and (ev) each Increasing Lender with an Additional Term Loan A-3 Commitment severally agrees to advance its portion of the make an additional Term Loan A A-3 to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding equal to such Lender’s Additional Term Loan A CommitmentA-3 Commitment on the Closing Date. (b) The parties hereto agree that each Term Loan A-3 made by an Increasing Lender on the Closing Date pursuant to its Additional Term Loan A-3 Commitment and that the Revolving Commitment of the New Lender and each Increasing Lender will be Incremental Term Loans and Incremental Revolving Commitments, as applicable, made pursuant to Section 2.24 (and solely for the purposes of incurring such Term Loan A-3 made by the Increasing Lenders and effecting the Revolving Commitment made by the New Lender and the Increasing Lenders, in each case, on the Closing Date, the Administrative Agent and Lenders hereby waive the notice requirements set forth in Section 2.24.) The parties hereto agree that the amount of the Incremental Term Loans and Incremental Revolving Commitments contemplated by this Section 2.1(b) shall not reduce the amount of Incremental Facilities available pursuant to Section 2.24 on and after the Closing Date.

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Revolving Credit Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Lender severally agrees (to the extent of such Lender’s applicable Revolving Commitment) to make applicable Revolving Loans to the Borrower in Dollars during the Availability Period in accordance with Section 2.2; 2.3, (bii) the Issuing Bank may agrees to issue Letters of Credit denominated in Dollars during the Availability Period in accordance with Section 2.22; , (ciii) the Swingline Lender may agrees to make Swingline Loans to during the Borrower in Dollars Availability Period in accordance with Section 2.4; 2.5, (div) each Revolving Credit Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, ; provided, that, (i) that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments in effect Commitment Amount from time to time, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments time in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (ev) each Term Loan Lender severally agrees to advance its portion of the make a Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding equal to such Lender’s Term Loan A CommitmentCommitment on the Effective Date (it being understood and agreed that the aggregate Term Loan Commitment will be automatically reduced on a dollar for dollar basis to the extent of any and all reductions in the “Purchase Price” (as defined in the Acquisition Agreement without regard to any working capital adjustment set forth in the definition of “Closing Date Payment” set forth in the Acquisition Agreement or described in Section 2.06 of the Acquisition Agreement), with such reduction in the aggregate Term Loan Commitment to be applied to each Term Loan Lender’s Term Loan Commitment on a pro rata basis).

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Revolving Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Revolving Lender severally agrees (to the extent of such Lender’s applicable its Pro Rata Share based on its Revolving CommitmentCommitment and the Aggregate Revolving Commitments) to make applicable Revolving Loans to the Borrower in Dollars accordance with Section 2.2, (ii) each Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.2; 2.24, (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Revolving Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, and (iv) each Term Lender severally agrees to make a Term Loan to the Borrower in a single draw on the Fifth RestatementEighth Amendment Date in a principal amount not exceeding such Lender's Term Loan Commitment (which shall be deemed satisfied in full without any further action by converting such Lender's existing outstanding Term Loan immediately prior to the Eighth Amendment Date into either a Non-Extending Term Loan or an Extending Term Loan in accordance with the Eighth Amendment); provided that in no event shall the aggregate principal amount of the Dollar Equivalent of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments Commitment Amount in effect from at such time. Each Letter of Credit shall be issued in an Acceptable Currency, as specified by the Borrower as set forth in Section 2.24; provided further, that the aggregate Dollar Equivalent amount of the principal amounts of all outstanding Letters of Credit issued in Acceptable Currencies other than Dollars shall at no time exceed the Foreign Currency Sublimit then in effect. On the Eighth Amendment Date, (i) each Lender that does not extend the maturity date of its Term Loan pursuant to timethe Eighth Amendment shall continue to have a Non-Extended Term Loan outstanding to the Borrower in a principal amount equal to such Lender's Non-Extended Term Loan Commitment, (ii) in no event shall the aggregate principal amount of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees that does not extend the commitment termination date of its Revolving Commitment pursuant to advance its portion of the Term Loan A Eighth Amendment shall continue to have a Non-Extended Revolving Commitment outstanding to the Borrower in Dollars on a principal amount equal to such Lender's Non-Extended Revolving Commitment, (iii) each Lender that elects to extend the Effective Date in accordance with Section 2.5 maturity date of its Term Loan shall continue to have outstanding an Extended Term Loan to the Borrower in a principal amount not exceeding equal to such Lender’s 's Extended Term Loan A Commitment.Commitment and (iv) each Lender that elects to extend the commitment termination date of its Revolving Commitment pursuant to the Eighth Amendment shall continue to have outstanding an

General Description of Facilities. Subject to and upon the terms and conditions herein set forth: , (ai) the Revolving Lenders hereby establish, establish in favor of the Borrower, two (2) Borrower a revolving credit facilities (as provided below), facility pursuant to which each Revolving Lender severally agrees (to the extent of such Lender’s applicable its Pro Rata Share based on its Revolving CommitmentCommitment and the Aggregate Revolving Commitments) to make applicable Revolving Loans to the Borrower in Dollars accordance with Section 2.2, (ii) each Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.2; 2.24, (b) the Issuing Bank may issue Letters of Credit denominated in Dollars in accordance with Section 2.22; (ciii) the Swingline Lender may agrees to make Swingline Loans to the Borrower in Dollars in accordance with Section 2.4; , (div) each Revolving Lender with a Working Capital Revolving Commitment agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof, provided, that, and (iv) each Term Lender severally agrees to make a Term Loan to the Borrower in a single draw on the Fifth Restatement Date in a principal amount not exceeding such Lender’s Term Loan Commitment; provided that in no event shall the aggregate principal amount of the Dollar Equivalent of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments Commitment Amount in effect from time to at such time. Each Letter of Credit shall be issued in an Acceptable Currency, (ii) as specified by the Borrower as set forth in no event shall Section 2.24; provided further, that the aggregate Dollar Equivalent amount of the principal amount amounts of all outstanding Working Capital Revolving Loans, Swingline Loans and outstanding LC Exposure Letters of Credit issued in Acceptable Currencies other than Dollars shall at no time exceed the Aggregate Working Capital Revolving Commitments Foreign Currency Sublimit then in effect from time to time, and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower in Dollars on the Effective Date in accordance with Section 2.5 in a principal amount not exceeding such Lender’s Term Loan A Commitmenteffect.