Common use of Reallocation Clause in Contracts

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If Notwithstanding anything to the Maturity Date contrary herein, if a Lender (in respect the case of clause (i) below, other than any tranche of Non-Extending Revolving Facility Commitments occurs Credit Lender (as defined in the Second Amendment Agreement) that did not execute the Second Amendment Agreement on or prior to the expiration of Second Restatement Effective Date) becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof participation pursuant to Section 2.05(5)2.03 and Swing Line Loan participation pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations (with the aggregate amount of such non-terminating tranches up to an aggregate amount Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrower, the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, whether by reason of the immediately preceding first proviso in clause (i)) above or otherwise or because such Defaulting Lender is an Original Maturity Revolving Credit Lender that did not execute the Second Amendment Agreement, the Borrower shall cash collateralize any will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Borrower to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If the Maturity Date in respect of any tranche of a Class of Revolving Facility Commitments occurs prior to the expiration of any Letter of CreditCredit issued under such Class of Revolving Facility Commitments, then (i) if one or more other tranches of Revolving Facility Commitments of the same Class in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the applicable Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by the applicable Lenders pursuant to) the Revolving Facility Commitments of the same Class in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment Commitments of such Class to exceed such Lender’s CommitmentRevolving Facility Commitments of such Class, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower applicable Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the applicable Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments of the same Class shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued under such Class of Revolving Facility Commitments before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility CommitmentsCommitments of the same Class, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If The Administrative Agent, the Maturity Date Borrowers and each Lender (including each Additional Lender) agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is as set forth on Schedule 2.01. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Loans and L/C Advances (and related interest amounts) shall be reallocated among the Lenders in accordance with their respective Applicable Percentages, and in order to effect such reallocations, each Additional Lender and each other Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of any tranche the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date each Lender will be as set forth on Schedule 2.01. Such purchases shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of effected by way of, and subject to the obligations of terms and conditions of, Assignment and Assumptions without the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount payment of any Letter of Credit may related assignment fee, and, except for any requested replacement promissory notes to be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) provided to the extent not reallocated pursuant Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to the immediately preceding clause be, executed in connection with such assignments (i), the Borrower shall cash collateralize any such Letter all of Credit in accordance with Section 2.05(11which are hereby waived). If, for any reason, The Assignor Lenders and Assignee Lenders shall make such cash collateral is not provided or reallocation does not occursettlements among themselves, through the Revolving Lenders under Administrative Agent, as the maturing tranche shall continue Administrative Agent may direct (after giving effect to be responsible for their participating interests in any netting effected by the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (iAdministrative Agent) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (such reallocations and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesassignments.

Reallocation. If any Revolving Lender is a Defaulting Lender, all or a portion of such Defaulting Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, then at Agent’s election at any time or upon any L/C Issuer’s or Swing Lender’s, as applicable, written request delivered to Agent (i) if one whether before or more other tranches after the occurrence of Revolving Facility Commitments in respect any Default or Event of which the Maturity Date shall not have occurred are then in effectDefault), such Letters of Credit shall automatically be deemed reallocated to have been issued (including for purposes of the obligations of and assumed by the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments that are not Defaulting Lenders pro rata in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount accordance with their Commitment Percentages of the unutilized Aggregate Revolving Facility Commitments thereunder at such time Loan Commitment (it being understood calculated as if the Defaulting Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than any other Defaulting Lender’s) Commitment Percentage had been increased proportionately), provided that no partial face amount Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of any its outstanding Revolving Loans, outstanding Letter of Credit may be reallocated); providedObligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Loan Commitment. Subject to Section 10.25, no event reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such reallocation cause a Non-Defaulting Lender’s share of the Revolving Facility Commitment to exceed increased exposure following such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesreallocation.

Reallocation. If any Revolving Lender is a Defaulting Lender, all or a portion of such Defaulting Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, then at Agent’s election at any time or upon any L/C Issuer’s or Swing Lender’s, as applicable, written request delivered to Agent (i) if one whether before or more other tranches after the occurrence of Revolving Facility Commitments in respect any Default or Event of which the Maturity Date shall not have occurred are then in effectDefault), such Letters of Credit shall automatically be deemed reallocated to have been issued (including for purposes of the obligations of and assumed by the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments that are not Defaulting Lenders pro rata in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount accordance with their Commitment Percentages of the unutilized Aggregate Revolving Facility Commitments thereunder at such time Loan Commitment (it being understood calculated as if the Defaulting Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than any other Defaulting Lender’s) Commitment Percentage had been increased proportionately), provided that no partial face amount Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of any its outstanding Revolving Loans, outstanding Letter of Credit may be reallocated); providedObligations, amounts of its participations in no event Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Loan Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such reallocation cause a Non-Defaulting Lender’s share of the Revolving Facility Commitment to exceed increased exposure following such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesreallocation.

Reallocation. If Notwithstanding anything to the Maturity Date contrary herein, if a Lender (in respect the case of clause (i) below, other than any tranche of Revolving Facility Commitments occurs Lender that did not execute the Amendment and Restatement Agreement on or prior to the expiration of Restatement Date) becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)2.03 and Swing Line Loan participations pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations (with the aggregate amount of such non-terminating tranches up to an aggregate amount Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Parent Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated by reason of the immediately preceding first proviso in clause (i) above, or otherwise (including that such Defaulting lender did not execute the Amendment and Restatement Agreement on or prior to the Restatement Date) the Parent Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Parent Borrower shall cash collateralize any to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If Notwithstanding anything to the Maturity contrary herein, if a Lender (in the case of clause (i) below, other than any Revolving Credit Lender on the Restatement Effective Date in respect of any tranche of Revolving Facility Commitments occurs that did not execute the Amendment Agreement on or prior to the expiration of Restatement Effective Date) becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof participation pursuant to Section 2.05(5)2.03 and Swing Line Loan participation pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations of such non-terminating tranches up to an Class (with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrower, the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, whether by reason of the immediately preceding first proviso in clause (i)) above or otherwise or because such Defaulting Lender was a Revolving Credit Lender on the Restatement Effective Date that did not execute the Amendment Agreement, the Borrower shall cash collateralize any will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Borrower to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If the Maturity Date maturity date shall have occurred in respect of any tranche Tranche of Revolving Facility Commitments occurs prior (the “Expiring Credit Commitment”) at a time when another Tranche or Tranches of Revolving Commitments is or are in effect with a longer maturity date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the Swing Line Lender, on the earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the expiration of any Letter of Credit, then (i) if one Tranche or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes Tranches of the obligations Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Credit Exposure to exceed the aggregate principal amount of such Non-Expiring Credit Commitments, immediately prior to such allocation the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swing Line Loans to be reallocated); provided, in no event reallocated equal to such excess shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, be repaid or Cash Collateralized and (iiy) to notwithstanding the extent not reallocated pursuant to the immediately preceding clause (i)foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, still be obligated to pay Swing Line Loans allocated to the Revolving Lenders under holding the maturing tranche shall continue to be responsible for their participating interests in Expiring Credit Commitments at the Letters maturity date of Credit. Except the Expiring Credit Commitments or if the Loans have been accelerated prior to the extent of reallocations of participations pursuant to clause (i) maturity date of the second preceding sentence, Expiring Credit Commitment. Upon the occurrence maturity date of a Maturity Date with respect to a given tranche any Tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrower, without the consent of Credit shall be agreed with the Lenders under the extended tranchesany other Person.

Reallocation. If the Maturity Date maturity date shall have occurred in respect of any tranche Tranche of Revolving Facility Commitments occurs prior (the “Expiring Credit Commitment”) at a time when another Tranche or Tranches of Revolving Commitments is or are in effect with a longer maturity date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the Swing Line Lender, on the earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the expiration of any Letter of Credit, then (i) if one Tranche or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes Tranches of the obligations Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Credit Exposure to exceed the aggregate principal amount of such Non-Expiring Credit Commitments, immediately prior to such allocation the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swing Line Loans to be reallocated); provided, in no event reallocated equal to such excess shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, be repaid or Cash Collateralized and (iiy) to notwithstanding the extent not reallocated pursuant to the immediately preceding clause (i)foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, still be obligated to pay Swing Line Loans allocated to the Revolving Lenders under holding the maturing tranche shall continue to be responsible for their participating interests in Expiring Credit Commitments at the Letters maturity date of Credit. Except the Expiring Credit Commitments or if the Loans have been accelerated prior to the extent of reallocations of participations pursuant to clause (i) maturity date of the second preceding sentence, Expiring Credit Commitment. Upon the occurrence maturity date of a Maturity Date with respect to a given tranche any Tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrowers, without the consent of Credit shall be agreed with the Lenders under the extended tranchesany other Person.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)2.03 and Swing Line Loan participations pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations (with the aggregate amount of such non-terminating tranches up to an aggregate amount Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Parent Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, by reason of the immediately preceding first proviso in clause (i) above or otherwise, the Parent Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Parent Borrower shall cash collateralize any to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the applicable Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-non- terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that issued such Letter of Credit), then reimbursement obligations with respect to Swing Loans and, as applicable, participation funding obligations under Section 9.9(e)(i) shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to the Administrative Agent (iwhether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed or funded by the Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Shares of the aggregate Commitments of all Lenders (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided, that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Credit Advances, outstanding Letter of Credit Obligations, amounts of its participations in Swing Line Advances, its pro rata share of unparticipated amounts in Swing Line Advances and amounts of its participations pursuant to Section 9.9(e)(i) if one or more other tranches to exceed its Commitment. Upon any such reallocation of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effecta participation funding obligation under Section 9.9(e)(i) to a Foreign Currency Lender, such Letters Foreign Currency Lender shall pay the outstanding principal balance thereof to the Fronting Lender, and any such amounts paid by any Foreign Currency Lender to the Fronting Lender shall be deemed to constitute a Revolving Credit Advance or the purchase of Credit an undivided interest in a Swing Line Advance, as applicable, and, to the extent necessary to effectuate the foregoing, the Fronting Lender shall automatically be deemed to have been issued sold, and such Foreign Currency Lender shall be deemed to have purchased, Revolving Credit Advances and participations in Swing Line Advances from the Fronting Lender. At any time any Lender is a Non-Funding Lender, at the Administrative Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to the Administrative Agent (including for purposes of whether before or after the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount occurrence of any Default or Event of Default), participating interests in any newly made Swing Line Loan or Foreign Currency Revolving Credit Advance or any newly issued or modified Letter of Credit may will be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving allocated among Non-Funding Lenders in any Letter of Credit issued before such Maturity Date. Commencing a manner consistent with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 9.9(d)(ii).

Reallocation. If (a) Effective upon the Maturity Date Ninth Amendment Effective Date, the Commitment of CIBC Bank USA, in respect of any tranche of Revolving Facility Commitments occurs prior its capacity as a Lender under the Credit Agreement, shall be permanently reduced as set forth on Annex A to the expiration Credit Agreement attached as Exhibit A hereto (after giving effect to this Amendment). (b) Effective upon the Ninth Amendment Effective Date, the Commitment of any Letter of Credit, then each Non-Increasing Lender (ias defined below) if one or more other tranches of and each Incremental Revolving Facility Commitments in respect of which Loan Lender shall be as set forth on Annex A to the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed Agreement attached as Exhibit A hereto (after giving effect to have been issued (including for purposes this Amendment). Each of the obligations Incremental Revolving Loan Lenders and the Non-Increasing Lenders hereby agrees as follows: (1) Each Incremental Revolving Loan Lender shall pay to the Agent on the Ninth Amendment Effective Date, in immediately available funds, an amount equal to such Incremental Revolving Loan Lender’s Pro Rata Share (determined after giving effect to the adjustment of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Commitment pursuant to Section 2.05(5)this Amendment, including such Incremental Revolving Loan Lender’s Incremental Revolving Loan Commitment) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at Outstandings as of the Ninth Amendment Effective Date. Such amount paid by each Incremental Revolving Loan Lender shall be deemed the purchase price for the acquisition by such time (it being understood that no partial face Incremental Revolving Loan Lender of such amount of any Letter of Credit Revolving Loans from Lenders whose Commitment is not increased (or are decreased) under this Amendment (collectively, the “Non-Increasing Lenders”) and, if applicable, other Lenders. The Agent shall distribute such amounts as received from the Incremental Revolving Loan Lenders as may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of necessary so that the Revolving Facility Commitment to exceed such Lender’s Commitment, Loans are held by the Incremental Revolving Loan Lenders and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit Non-Increasing Lenders in accordance with Section 2.05(11their respective Pro Rata Shares (determined after giving effect to the adjustment of Pro Rata Shares pursuant to this Amendment). If. (2) Each Non-Increasing Lender which receives a payment in connection with clause (1) above (each, a “Selling Lender”) shall be deemed to have sold and assigned, without recourse to such Selling Lender, to the applicable Incremental Revolving Loan Lender, and such Incremental Revolving Loan Lenders shall be deemed to have purchased and assumed without recourse to the Selling Lenders, Revolving Loans in amounts such that after giving effect thereto each Lender shall hold Revolving Loans in accordance with its Pro Rata Share (determined after giving effect to the adjustment of Pro Rata Shares pursuant to this Amendment). (c) The Borrower hereby agrees that, in connection with the transactions described in this Paragraph 3, it shall compensate each Lender for any reasonloss, such cash collateral is not provided cost or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) expense attributable thereto as required by Section 8.4 of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesAgreement.

Reallocation. If The parties hereto acknowledge that on the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs Closing Date, but immediately prior to the expiration effectiveness of any Letter this Agreement, the Outstanding Amount of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect Applicable Percentages for each of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesExisting Credit Agreement were as set forth on Schedule 1.01A-1. Simultaneously with the effectiveness of this Agreement on the Closing Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, the Commitments and Applicable Percentages shall be as set forth in Schedule 1.01A-2 and the Existing Loans shall be reallocated in accordance with such Applicable Percentages and the requisite assignments shall be deemed to be made (and shall be recorded in the Register) in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to the Existing Loans and all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 1.01A-2.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior (a) Immediately after giving effect to the expiration increase of any Letter the Aggregate Revolving Commitments and the amendment of Creditthe amount of each Lender’s Revolving Commitment as contemplated herein, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage risk participations of the Revolving Lenders in any each outstanding Letter of Credit issued before and each outstanding Swing Line Loan shall be automatically reallocated such Maturity Date. Commencing that (A) the risk participation of each Revolving Lender in each outstanding Letter of Credit equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit and (B) the risk participation of each Revolving Lender in each outstanding Swing Line Loan equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan, and (ii) each Revolving Lender that provides a new or increased Revolving Commitment in connection with this Amendment shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay existing Revolving Loans in an amount necessary such that after giving effect to such Borrowing and prepayment each Revolving Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. (b) Each Eurodollar Rate Loan outstanding immediately prior to giving effect to this Amendment shall maintain the same Interest Period applicable to such Loan immediately prior to giving effect to this Amendment and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the Maturity Date terms of any tranche the Credit Agreement. Revolving Loans made by Revolving Lenders providing new or increased Revolving Commitments pursuant to Section 3(a)(ii) above to prepay existing Revolving Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods applicable to the existing Revolving Facility CommitmentsLoans so prepaid, the sublimit for Letters of Credit and shall be agreed subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the Lenders terms of the Credit Agreement. (c) Each Lender waives any right to compensation under Section 3.05 of the extended tranchesCredit Agreement in connection with the transactions described in clauses (a) and (b) above. (d) By executing this Amendment, each Lender that was not a party to the Credit Agreement prior to the date of this Amendment hereby joins the Credit Agreement as a Lender party thereto, ratifies the terms and conditions of the Credit Agreement and agrees to be bound by all of the terms and conditions of the Credit Agreement.

Reallocation. 5.3.1 If a Swingline Facility Drawing is not repaid in full on its due date (the Maturity “Due Date”), the Agent shall (on being requested to do so in writing by the Swingline Lender) set the date (the “Reallocation Date”) on which payments shall be made between the Lenders to re-distribute the unpaid amount between them. The Reallocation Date in respect shall be the third (3rd) Business Day after the Due Date. The Agent shall give notice to each affected Lender of any tranche of Revolving Facility Commitments occurs the Reallocation Date not later than 10.00 a.m. London time two (2) Business Days prior to the expiration Reallocation Date and notify it of any Letter the amounts to be paid or received by it. Interest shall be payable on the Swingline Facility Drawing between the Due Date and the Reallocation Date in accordance with Clause 5.3.2. The Interest Period shall commence on the Due Date and expire on the Reallocation Date. 5.3.2 On the Reallocation Date each Lender shall pay to the Agent its proportion of Credit, then the Unpaid Amount less its Unpaid Swingline Participation (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date any). If this produces a negative figure for a Lender no amount need be paid by that Lender. Any such payment made shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes be a Contribution of that Lender to a Revolving Credit Facility Drawing. The Interest Rate applicable to the Unpaid Amount shall be the rate per annum which is the sum of LIBOR, the aggregate of the obligations Applicable Margin and [**] and Mandatory Costs. The Interest Period shall be of one (1) month’s duration. The provisions of Clause 2.3 shall not apply to the deemed Revolving Credit Facility Drawing. The “proportion” of a Lender means the proportion borne by: (a) its Commitment (or, if its Commitment is then zero, its Commitment immediately prior to its reduction to zero) minus its Contribution to the Facility (but ignoring its Contribution to the unpaid Swingline Facility Drawing): to (b) the aggregate of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under Available Commitments (and ratably participated in by Lenders pursuant to) or, if the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i)are then zero, the Borrower shall cash collateralize Commitments immediately prior to their reduction to zero) minus any such Letter of outstanding Revolving Credit in accordance with Section 2.05(11Facility Drawings (but ignoring the unpaid Swingline Facility Drawing). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If (a) Subject to paragraph (b) below, the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs Company may not less than 5 Business Days prior to the expiration Preliminary Conversion Date (as defined below) and thereafter on each anniversary of any Letter such Preliminary Conversion Date, deliver a Preliminary Conversion Notice to the Agent requesting that a Base Currency amount of Creditup to £25,000,000 be reallocated between Tranche A, then Tranche B and/or Tranche C in the proportions specified in the Preliminary Conversion Notice on the date (the "Preliminary Conversion Date") determined in accordance with paragraph (d) below. (b) At no time during the subsistence of this Agreement may the Tranche A Commitments exceed £25,000,000. (c) Upon delivery of a Preliminary Conversion Notice, the Agent shall promptly notify the Lenders and on the Preliminary Conversion Date: (i) if one or more other tranches of Revolving Facility each Lender's Commitments under a relevant Tranche (a "Reducing Tranche") shall be cancelled on a pro rata basis in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not equal to exceed the aggregate principal amount of specified in the unutilized Revolving Facility Commitments thereunder at such time Preliminary Conversion Notice (it being understood that no partial face amount of any Letter of Credit may be reallocatedthe "Reduced Amount"); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) each Lender's Tranche A Commitment, Tranche B Commitment and/or Tranche C Commitment (as applicable) under a relevant Tranche (an "Increasing Tranche") shall be increased on a pro rata basis by an amount equal to the extent not reallocated pursuant amount specified in the Preliminary Conversion Notice. (d) If the Reduced Amount under a Reducing Tranche: (i) exceeds the Available Tranche A Commitments, Available Tranche B Commitments or Available Tranche C Commitments (as applicable) under that Reducing Tranche, the Preliminary Conversion Date shall (if there is only one Loan outstanding under the relevant Tranche) be the last day of the Interest Period for the Loan under that Reducing Tranche outstanding on the date of the Preliminary Conversion Notice and (otherwise) shall be the last day of the Interest Period for a Loan outstanding under that Reducing Tranche which has a maturity date falling after the maturity date of any other Interest Period for Loans under that Reducing Tranche outstanding on the date of the Preliminary Conversion Notice (and prior to the immediately preceding clause Preliminary Conversion Date each subsequent Interest Period for a Loan under that Reducing Tranche shall be of such duration that it ends on or before the Preliminary Conversion Date); (ii) is equal to or less than the Available Tranche A Commitments, Available Tranche B Commitments or Available Tranche C Commitments (as applicable) under that Reducing Tranche, the Preliminary Conversion Date shall be the date falling 5 Business Days after the date of the Preliminary Conversion Notice. (e) The Company may not less than 5 Business Days prior to the Secondary Conversion Date (as defined below), deliver a Secondary Conversion Notice to the Agent, requesting that: (i) all or part of the Tranche A Commitments (the "Converted Amount") shall be cancelled; and (ii) simultaneously the Tranche B Commitments and/or the Tranche C Commitments shall be increased in an aggregate amount equal to the Converted Amount (and as between Tranche B and Tranche C in such proportions as the Company shall specify in the Secondary Conversion Notice), in each case on the Borrower shall cash collateralize any such Letter of Credit date (the "Secondary Conversion Date") determined in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, paragraph (f) below. (f) If the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause Converted Amount: (i) of exceeds the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Available Tranche A Commitments, the sublimit Secondary Conversion Date shall (if there is only one Tranche A Loan outstanding) be the last day of the Interest Period for Letters the Tranche A Loan outstanding on the date of Credit the Secondary Conversion Notice and (otherwise) shall be agreed with the last day of the Interest Period for a Tranche A Loan outstanding on the date of the Secondary Conversion Notice which has a maturity date falling after the maturity date of any other Interest Period for Tranche A Loans outstanding on the date of the Secondary Conversion Notice (and prior to the Secondary Conversion Date each subsequent Interest Period for a Tranche A Loan shall be of such duration that it ends on or before the Secondary Conversion Date); (ii) is equal to or less than the Available Tranche A Commitments, the Secondary Conversion Date shall be the date falling 5 Business Days after the date of the Secondary Conversion Notice. (g) Upon delivery of a Secondary Conversion Notice, the Agent shall promptly notify the Lenders under and on the extended tranchesSecondary Conversion Date: (i) each Lender's Tranche A Commitment shall be cancelled on a pro rata basis in an aggregate amount equal to the Converted Amount; and each Lender's Tranche B Commitment and/or Tranche C Commitment shall be increased on a pro rata basis in an aggregate amount equal to the Converted Amount to be allocated between Tranche B and/or Tranche C in the proportions specified in the Secondary Conversion Notice.

Reallocation. If In connection with the Maturity Date foregoing and the other transactions contemplated hereby, on the Eleventh Amendment Effective Date: 2.3.1 New Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the Revolving Exposure and Revolving Commitments of all the Revolving Lenders to equal its revised Applicable Percentage of such Class of such Revolving Exposure and Revolving Commitments; 2.3.2 the Administrative Agent shall make such adjustments and other relevant actions among the Lenders in respect of any tranche the “Revolving Commitments” and “Revolving Exposure” (each as defined in and in effect under the Credit Agreement) and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and cause each Lender’s Revolving Facility Commitments occurs prior Exposure under the Amended Credit Agreement to reflect such Lender’s Applicable Percentage of such Class on the expiration of any Letter of Credit, then Eleventh Amendment Effective Date (i) if one or more other tranches of and in no event exceeds each such Lender’s Revolving Facility Commitments in respect of which Commitment); and 2.3.3 the Maturity Date Company shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes repaid and reborrowed all outstanding Revolving Loans as of the obligations Eleventh Amendment Effective Date (with such reborrowing to consist of the Types of Revolving Lenders Loans, with related Interest Periods if applicable, specified by the Company to purchase participations therein and to make Revolving Loans and the Administrative Agent). The deemed payments in respect thereof made pursuant to this Section 2.05(5)) under (and ratably participated in 2.3.3 shall be accompanied by Lenders pursuant to) payment of all accrued interest on the Revolving Facility Commitments amount prepaid and, in respect of such non-terminating tranches up each Term Benchmark Loan, shall be subject to an aggregate amount not to exceed indemnification by the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated Company pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter provisions of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) 2.15 of the second preceding sentence, Amended Credit Agreement if the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) deemed payment occurs other than on the percentage participations last day of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesrelated Interest Periods.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof participation pursuant to Section 2.05(5)2.03 and the Swing Line Loan participation pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations of such non-terminating tranches up to an Class (with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrowers, the Administrative Agent, the L/C Issuers, the applicable Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, whether by reason of the immediately preceding first proviso in clause (i) above or otherwise, the applicable Borrowers will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the relevant Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of such Borrower shall cash collateralize any to the relevant L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the relevant L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon- payment by such Defaulting Lender.

Reallocation. If In reliance on the Maturity Date representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, after giving effect to this First Amendment, (a) each Lender hereby agrees that its Maximum Credit Amount, Elected Commitment and Applicable Percentage under the Credit Agreement effective as of the First Amendment Effective Date, if any, shall be in the amount set forth opposite such Lender’s name on Annex I to the Credit Agreement (as amended hereby), (b) after giving effect to any Borrowing made on the First Amendment Effective Date, each Lender (excluding the Exiting Lender) that has outstanding Loans (and participations in Letters of Credit) in amounts less than its Applicable Percentage of all outstanding Loans (and participations in Letters of Credit) shall purchase outstanding Loans (and participations in Letters of Credit) from Lenders that have outstanding Loans (and participations in Letters of Credit) in amounts greater than their Applicable Percentage of all outstanding Loans (and participations in Letters of Credit) such that each Lender holds Loans (and participations in Letters of Credit) in its Applicable Percentage of all outstanding Loans (and participations in Letters of Credit), including with respect to portions of any tranche outstanding Term Benchmark Loans which Term Benchmark Loans shall otherwise remain outstanding through the last day of Revolving Facility Commitments occurs the Interest Period applicable thereto unless repaid prior thereto by the Borrower after giving effect to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments adjustments described in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to this Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated)4; provided, that in no event shall any such reallocation cause a advance, disbursement or other adjustment be considered an extinguishment, novation or retirement of the Obligations under the Credit Agreement or any other Loan Document and (c) the adjustments pursuant to this Section 4 shall be deemed to occur simultaneously with the First Amendment Effective Date. On the First Amendment Effective Date, the Exiting Lender’s share Elected Commitment and Maximum Credit Amount shall each be reduced to $0.00 and cancelled pursuant to Section 6.9 hereof. Notwithstanding anything to the contrary, each Lender that would otherwise be entitled to request or require that the Borrower pay any break-funding payments pursuant to Section 5.02 of the Revolving Facility Commitment to exceed Existing Credit Agreement expressly waives the requirement that the Borrower pay any such Lender’s Commitment, and (ii) to the extent not reallocated break-funding payments pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) 5.02 of the second preceding sentence, the occurrence of Existing Credit Agreement as a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations result of the Revolving Lenders reallocation of Loans and other adjustments set forth in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 4 or Section 6.9 hereof.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Protective Advance participation pursuant to Section 2.1(c), any outstanding Letter of Credit, then Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 of such Defaulting Lender: 112 (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Protective Advance participation pursuant to Section 2.05(52.1(c), the Letter of Credit participation pursuant to Section 3.1 and the Swing Line Loan participation pursuant to Section 3.2, in each case, of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders who are Revolving Credit Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that, in each case above, (and ratably participated in by Lenders pursuant toa) the Revolving Facility Commitments Credit Exposure of each Non-Defaulting Lender may not in respect any event exceed its Revolving Credit Commitment as in effect at the time of such nonreallocation and (b) neither such reallocation nor any payment by a Non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 cannot be so reallocated, whether by reason of the immediately preceding proviso in clause (i)) above or otherwise, the Borrower shall cash collateralize any will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Borrower to the relevant L/C Issuer in respect of such Letter of Credit participation pursuant to Section 3.1, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 3.1, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 3.2, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the relevant L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not to exceed the aggregate principal amount have assumed, a portion of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmentparticipations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (iiB) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, to the extent necessary to maintain the pro rata exposures among the Lenders with 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 not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior (a) Immediately after giving effect to the expiration amendment of any Letter the amount of Crediteach Lender’s Revolving Commitment as contemplated herein, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage risk participations of the Revolving Lenders in any each outstanding Letter of Credit issued before and each outstanding Swing Line Loan shall be automatically reallocated such Maturity Datethat (A) the risk participation of each Revolving Lender in each outstanding Letter of Credit equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit and (B) the risk participation of each Revolving Lender in each outstanding Swing Line Loan equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan, and (ii) each Revolving Lender that provides an increased Revolving Commitment in connection with this Amendment shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay existing Revolving Loans in an amount necessary such that after giving effect to such Borrowing and prepayment each Revolving Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. (b) The Outstanding Amount of the Term Loan under the Credit Agreement immediately prior to giving effect to this Amendment shall remain outstanding immediately after giving effect to this Amendment. Commencing Each Lender with a Term Loan Commitment (as set forth on Schedule 2.01 after giving effect to this Amendment) that exceeds the Outstanding Amount of the Term Loan held by such Lender, immediately prior to giving effect to this Amendment, shall advance the amount of such increase on the date hereof and the proceeds shall be applied by the Administrative Agent to Lenders whose Term Loan is being repaid on the date hereof. (c) Each Eurodollar Rate Loan outstanding immediately prior to giving effect to this Amendment shall maintain the same Interest Period applicable to such Eurodollar Rate Loan immediately prior to giving effect to this Amendment and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the Maturity Date terms of any tranche the Credit Agreement. Revolving Loans made by Revolving Lenders providing an increased Revolving Commitments pursuant to Section 3(a)(ii) above to prepay existing Revolving Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods applicable to the existing Revolving Facility CommitmentsLoans so prepaid, the sublimit for Letters of Credit and shall be agreed subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the Lenders terms of the Credit Agreement. (d) Each Lender waives any right to compensation under Section 3.05 of the extended tranchesCredit Agreement in connection with the transactions described in clauses (a), (b) and (c) above.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof participation pursuant to Section 2.05(5)2.03 and Swing Line Loan participation pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations of such non-terminating tranches up to an Class (with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrowers, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, whether by reason of the immediately preceding first proviso in clause (i) above or otherwise, the Parent Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the Borrower shall cash collateralize any obligations of the Borrowers to the relevant L/C Issuer in respect of such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations participation pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.to

Reallocation. If (a) Effective as of the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior date hereof and subject to the expiration satisfaction of any Letter of Creditthe conditions set forth herein, then (i) if one or more other tranches the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the Joinder Effective Date among the Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued Lenders (including for purposes of the obligations of New Lenders providing such Incremental Revolving Credit Loans) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders to purchase participations therein and (including the New Lenders providing such Incremental Revolving Credit Loans) agree to make Revolving Loans all payments and payments in respect thereof adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 2.05(5)4.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment to the extent not waived by an affected Lender) under and (and ratably participated in by Lenders pursuant toii) each Incremental Revolving Credit Lender shall become a Lender with respect to the Revolving Facility Commitments and all matters relating thereto and shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility, shall be included in respect any determination of such non-terminating tranches up Required Lenders and will not constitute a separate class and any Extensions of Credit made in connection with each Incremental Revolving Credit Commitment shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder. (b) The Borrower and the Incremental Revolving Credit Lenders hereby authorize the Administrative Agent to an aggregate amount not to exceed take the aggregate principal amount actions provided in Section 4.14 of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); providedAgreement and this Joinder so that, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment after giving effect to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occurthis Joinder, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with Commitment Percentages are held by the Lenders under the extended tranchespro rata based on their Revolving Credit Commitments.

Reallocation. If the Maturity Date in respect of any tranche of a Class of Revolving Facility Commitments occurs prior to the expiration of any Letter of CreditCredit issued under such Class of Revolving Facility Commitments, then (i) if one or more other tranches of Revolving Facility Commitments of the same Class in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the applicable Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by the applicable Lenders pursuant to) the Revolving Facility Commitments of the same Class in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility ​ Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment Commitments of such Class to exceed such LenderXxxxxx’s CommitmentRevolving Facility Commitments of such Class, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower applicable Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the applicable Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments of the same Class shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued under such Class of Revolving Facility Commitments before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility CommitmentsCommitments of the same Class, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If Notwithstanding anything to the Maturity Date contrary herein, if a Lender (in respect the case of clause (i) below, other than any tranche of Revolving Facility Commitments occurs Lender that did not execute the Amendment Agreement on or prior to the expiration of Restatement Date) becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)2.03 and Swing Line Loan participations pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations (with the aggregate amount of such non-terminating tranches up to an aggregate amount Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Parent Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated by reason of the immediately preceding first proviso in clause (i) above, or otherwise (including that such Defaulting lender did not execute the Amendment Agreement on or prior to the Restatement Date) the Parent Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Parent Borrower shall cash collateralize any to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If (1) Notwithstanding the Maturity Date in respect provisions of any tranche of Revolving Facility Commitments occurs prior Sections 2.1 and 2.5 to the expiration of contrary, should Borrower submit a Borrowing Notice which, if honored, would result in an Over Borrowing, any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Lender being asked to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder its Unused Commitment at such time (it being understood any such Lender is referred to herein as a "Reallocating Lender") shall be required to make available to the Agent only that no partial face amount portion of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Reallocating Lender’s share 's Ratable Share of the Revolving Facility Over Borrowing equal to such Reallocating Lender's Unused Commitment at such time; any amounts not made available to the Agent by any such Reallocating Lender (because such amounts would exceed such Lender’s Commitment's Unused Commitment at such time) will be reallocated and made available to the Agent by the Lenders which are not Reallocating Lenders (the reallocation of such amounts is referred to herein as the "Borrowing Spread"). Any such Reallocated Borrowing shall be reallocated as follows: (a) if more than one Lender is not a Reallocating Lender then each of such Lenders shall make equal portions of the Reallocated Borrowing available to the Agent, not in excess of each such Lender's Unused Commitment at such time, and (iib) if only one Lender is not a Reallocating Lender then such Lender shall make the full amount of the Reallocated Borrowing available to the extent Agent, not in excess of its Unused Commitment at such time. If after the first Borrowing Spread, the full amount of the Over Borrowing has not been reallocated, any such amount shall be reallocated pursuant to in another Borrowing Spread in the same manner as described in the immediately preceding clause sentence; this process will continue through as many Borrowing Spreads as are required to reallocate the full amount of the Over Borrowing. (i)2) In addition, Agent may make demand upon other Lenders under Section 2.5 (B) on any Business Day on which the Borrower shall cash collateralize aggregate Revolving Credit Obligations owing to Agent on such Business Day (after giving effect to any Advances to be made by Agent on such Letter of Credit Business Day or the immediately following Business Day) exceed $192,000,000.00, subject to the limitations set forth in accordance with Section 2.05(112.5 (B). If, for any reason, Each Lender shall remit such cash collateral is not provided or reallocation does not occur, payments to Agent on the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters first Business Day after receipt of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesdemand by Agent.

Reallocation. If (a) On the Maturity Date date hereof, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect of to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any tranche of Revolving Facility Commitments occurs Lender with a Commitment under the Credit Agreement prior to the expiration First Amendment Effective Date (each, a “First Amendment Existing Lender”) shall be effected by book entry to the extent that any portion of any Letter the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of Crediteach Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, then which, for the purposes of this Amendment and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement (i) if one or more other tranches as amended by this Amendment). Concurrently therewith, the First Amendment Existing Lenders of Revolving Facility Commitments in respect of which the Maturity Date each Class shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Amendment, the Borrower shall have no liability to any Lender for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof any amounts that would otherwise be payable pursuant to Section 2.05(5)2.15 of the Credit Agreement as a result of the prepayment and borrowing on the date hereof contemplated by this Section 3. (b) under Each of the Lenders hereby acknowledges and agrees as of the date hereof that (and ratably participated i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in by Lenders pursuant toor in connection with this Amendment or the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Amendment, independently and without reliance upon the Administrative Agent or any other Lender. (c) For the avoidance of doubt, after giving effect to the reallocation described in clause (a) above, Everbank Commercial Finance, Inc. (“Everbank”), in its capacity as a Lender under the Credit Agreement, shall have received payment in full of its Revolving Facility Commitments Credit Exposure (the “Everbank Principal Prepayment”). Additionally, the Borrower hereby agrees on the date hereof, to pay Everbank, in respect its capacity as a Lender under the Credit Agreement, (i) all accured but unpaid commitment fees relating to Everbank’s Commitment as of such non-terminating tranches up the date hereof (ii) all accrued but unpaid participation fees relating to Everbank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) as of the date hereof and (iii) all accrued but unpaid interest relating to Everbank’s Revolving Credit Exposure as of the date hereof, collectively in an aggregate amount not to exceed $13,989.39, and, in each case, calculated in accordance with, and at the aggregate principal amount applicable rates set forth in, the Credit Agreement (together with the Everbank Principal Prepayment, the “Everbank Prepayment”). Upon Everbank’s receipt of the unutilized Revolving Facility Commitments thereunder at such time Everbank Prepayment, Everbank shall cease to be a “Lender” under the Credit Agreement (it being understood that no partial face amount of any Letter of Credit may be reallocatedas amended by this Amendment); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, . The Administrative Agent and (ii) each Lender hereby consent to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesEverbank Prepayment.

Reallocation. If (a) Within a reasonable period of time after entry of the Maturity Interim DIP Order (and in no event shorter than two (2) weeks following entry of the Interim DIP Order), each of the Prepetition Term Loan Lenders (other than the Backstop Lenders) holding “Prepetition Tranche B Term Loans” and “Prepetition Rollover Term Loans” (in each case as defined in the Prepetition Term Loan Credit Agreement)) on the Petition Date shall be offered the opportunity (on a pro rata basis based on their respective combined holdings of Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans) to participate as Lenders in the DIP Facility and to become Lenders hereunder. To the extent necessary to implement and effectuate such participation, on the Reallocation Date, each of the Backstop Lenders shall make reallocations and/or assignments of their respective DIP First Funding Loans, Initial Roll Up Loans and DIP Second Funding Commitments, as necessary, to allow for all other Prepetition Term Loan Lenders who were “Lenders” of record named on the register maintained by the Prepetition Administrative Agent with respect to ownership of any tranche Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans on the Petition Date (an “Eligible Reallocation Lender”) to become parties to this Agreement as Lenders. The election by an Eligible Reallocation Lender to so participate in the DIP Facility and become a Lender (an “Additional Lender”) may be exercised by such Eligible Reallocation Lender by completing, executing, and returning the DIP-to-Exit Reallocation Subscription Form (the “Subscription Form”) transmitted to lenders on May [24], 2023, so that the Subscription Form is actually received by Epiq Corporate Restructuring, LLC prior to 4:00 p.m. Prevailing Central Time on [June 6], 2023 (the “Election Deadline”). (b) On the date on which settlement of Revolving Facility Commitments occurs the reallocations contemplated by this Section 2.24 occurs, which shall be a Business Day occurring prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes entry of the obligations of Final DIP Order selected by the Revolving Requisite Lenders to purchase participations therein and to make Revolving the Borrower (the “Reallocation Date), the DIP First Funding Loans, Initial Roll Up Loans and payments DIP Second Funding Commitments shall be reallocated and/or assigned to each Additional Lender pro rata in respect thereof pursuant proportion to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans held by such time (it being understood that no partial face Additional Lender on the Petition Date in comparison to the aggregate principal amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share all Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans outstanding as of the Revolving Facility Commitment to exceed such Lender’s Commitment, Petition Date; provided that (i) [reserved] and (ii) to such reallocations and/or assignments shall reduce the extent not reallocated pursuant to the immediately preceding clause (i)aggregate principal amount of DIP First Funding Loans, the Borrower shall cash collateralize any such Letter Initial Roll Up Loans and DIP Second Funding Commitments of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except each Backstop Lender ratably to the extent of the total amount of DIP First Funding Loans, Initial Roll Up Loans and DIP Second Funding Commitments of such Backstop Lender to be reallocated and/or assigned to Additional Lenders. The Lenders, each Additional Lender, and the Borrower agree that (w) on the Reallocation Date, the Borrower, the Lenders and the Additional Lenders (constituting Requisite Lenders) authorize and direct the Administrative Agent to update the Register on the Reallocation Date to reflect the reallocations of participations and/or assignments pursuant to this Section 2.24 as set forth in the schedules provided to the Administrative Agent in accordance with the last sentence of this clause (ib), (x) of the second preceding sentence, the occurrence of a Maturity Date with respect to each Backstop Lender that is reallocating and/or assigning a given tranche portion of Revolving Facility its DIP First Funding Loans, Initial Roll Up Loans or DIP Second Funding Commitments in accordance with this Section 2.24, such Backstop Lender shall have no effect upon further rights or obligations in respect of such reallocated or assigned portion of such DIP First Funding Loans, Initial Roll Up Loans or DIP Second Funding Commitments and (and shall not diminishy) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility respect to each Additional Lender that is acquiring DIP First Funding Loans, Initial Roll Up Loans or DIP Second Funding Commitments, the sublimit for Letters reallocation and/or assignment pursuant to this Section 2.24 shall result in such Additional Lender having the reallocated and/or assigned DIP Second Funding Commitments as if such were issued on the Reallocation Date. For the avoidance of Credit doubt, no reallocation and/or assignment shall be effective until each applicable Additional Lender has made all payments required to be paid to the assigning or relocating Lender. On the Reallocation Date, the Administrative Agent shall update the Register to reflect the reallocations and/or assignments effected pursuant to this Section 2.24. The foregoing reallocation shall take into account fees paid on the Closing Date (other than the Backstop Fee, which will not be reallocated) in a manner to be agreed with by the Requisite Lenders under and the extended tranchesBorrower.

Reallocation. If (a) Any Bank, the Maturity Date in respect Revolving Loan Line Portion of any tranche of Revolving Facility Commitments occurs prior which is increased pursuant to this First Amendment (each, an “Increasing Bank”), shall pay to the expiration of any Letter of CreditAgent on the Effective Date, then in immediately available funds, an amount equal to the amount, if any, by which such Increasing Bank’s Revolving Loan Line Portion Percentage (i) if one or more other tranches of Revolving Facility Commitments in respect of which determined after giving effect to the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations adjustment of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Loan Line Portions pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) Annex I hereto, including the Revolving Facility Commitments in respect increase of such non-terminating tranches up to an aggregate amount not to exceed Increasing Bank’s Revolving Loan Line Portion) of the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face Loans and funded participation interests in Reimbursement Obligations to be outstanding immediately upon the Effective Date exceeds the aggregate principal amount of Revolving Loans and funded participation interests in Reimbursement Obligations owing to such Increasing Bank immediately prior to the Effective Date. Such amount paid by any Letter such Increasing Bank shall be deemed the purchase price for the acquisition by such Increasing Bank of Credit such additional amount of Revolving Loans and funded participation interests in Reimbursement Obligations from Banks whose Revolving Loan Line Portions are not increased under this First Amendment (“Non Increasing Banks”) and, if applicable, other Banks. The Agent shall distribute such amounts as received from the Increasing Banks as may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of necessary so that the Revolving Facility Commitment to exceed such Lender’s Commitment, Loans and (ii) to funded participation interests in Reimbursement Obligations are held by the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit Increasing Banks and Non Increasing Banks in accordance with Section 2.05(11their respective Revolving Loan Line Portion Percentages (determined after giving effect to the adjustment of Revolving Loan Line Portion Percentages pursuant to Annex I hereto). If. (b) Each Increasing Bank and Non Increasing Bank (each, for any reasona “Selling Bank”) which receives a payment in connection with clause (a) above shall be deemed to have sold and assigned, without recourse to such cash collateral is not provided or reallocation does not occurSelling Bank, to the applicable Increasing Banks (each, a “Purchasing Bank”), and such Purchasing Banks shall be deemed to have purchased and assumed without recourse to the Selling Banks, Revolving Lenders under the maturing tranche shall continue to be responsible for their participating Loans and funded participation interests in the Letters of Credit. Except Reimbursement Obligations in amounts such that after giving effect thereto each Bank shall hold Revolving Loans and funded participation interests in Reimbursement Obligations in accordance with its Revolving Loan Line Portion Percentage (determined after giving effect to the extent adjustment of reallocations of participations Revolving Loan Line Portions pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesAnnex I hereto).

Reallocation. If On the Maturity Effective Date, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans, if any, of certain of the Revolving Credit Lenders, and incur additional Revolving Loans from certain of the Revolving Credit Lenders to the extent necessary so that all of the Revolving Credit Lenders (other than an Exiting Lender) participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Credit Commitment Percentage (after giving effect to New Revolving Credit Commitments). The participations in any outstanding Letters of Credit and any outstanding Swingline Loans shall each be adjusted in accordance with each Lender’s Revolving Credit Commitment Percentage as reallocated in accordance with such increase in Revolving Credit Commitments. On the Effective Date and in connection with the replacement of Xxxxxx Xxxxxxx Bank, N.A. as Letter of Credit Issuer and the appointment of each of Bank of America, N.A., Xxxxxxx Sachs Bank USA and Citibank, N.A. as a successor Letter of Credit Issuer pursuant to Section 3.6 of the Credit Agreement, the Borrower agrees to pay to Xxxxxx Xxxxxxx Bank, N.A. all Fronting Fees accrued and unpaid in connection with all outstanding Letters of Credit immediately prior to the Effective Date. ARTICLE IV. ASSIGNMENTS On the Effective Date, concurrently with the effectiveness of this Agreement, each Revolving Credit Lender party hereto shall, pursuant to Section 13.6(b) of the Credit Agreement (x) assign all or a portion of its Existing Revolving Credit Commitments or (y) accept as an assignee Initial Revolving Credit Commitments (and provide New Revolving Credit Commitments, if applicable), in each case, as set forth on Schedule II hereto such that after giving effect to the assignments contemplated hereby (and the establishment of the New Revolving Credit Commitments) each Revolving Credit Lender (other than an Exiting Lender) will hold Initial Revolving Credit Commitments in the amounts set forth on Schedule II hereto. The trade date and the effective date of all such assignments shall be the Effective Date. By their execution hereof, each of the Borrower, the Letter of Credit Issuer, the Swingline Lender and the Administrative Agent hereby consent to all such assignments. 5 On the Effective Date the Borrower shall make all payments in respect of any tranche of the Existing Revolving Facility Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including principal, interest, fees and other amounts (including, for purposes the avoidance of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of doubt, any Letter of Credit may be reallocatedFees); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant each Revolving Credit Lender that holds Existing Revolving Credit Commitments (either directly to such Revolving Credit Lender or to the immediately preceding clause (i)Administrative Agent on behalf of such Revolving Credit Lender) which have accrued to but excluding the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the relevant assignee, as applicable. The Administrative Agent further acknowledges and agrees that this Agreement shall constitute an “Assignment and Acceptance” in a reasonably satisfactory form. The Borrower acknowledges and agrees that each Exiting Lender shall cash collateralize any such Letter of no longer be considered a Revolving Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders Lender under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesAgreement.

Reallocation. If Notwithstanding anything to the Maturity Date contrary herein, if a Lender (in respect the case of clause (i) below, other than any tranche of Revolving Facility Commitments occurs Lender that did not execute the Amendment Agreement on or prior to the expiration of Restatement Date) becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)2.03 and Swing Line Loan participations pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations (with the aggregate amount of such non-terminating tranches up to an aggregate amount Lenders' risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Parent Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated by reason of the immediately preceding first proviso in clause (i) above, or otherwise (including that such Defaulting lender did not execute the Amendment Agreement on or prior to the Restatement Date) the Parent Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Parent Borrower shall cash collateralize any to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If the Maturity Date in respect of At any tranche of Revolving Facility Commitments occurs time after December 31, 2000 and prior to the expiration US Revolving Loan Commitment Termination Date, the Borrowers may, two times during each twelve month period prior to the US Revolving Commitment Termination Date, upon five Business Days' prior written notice delivered to the Agents, elect to reallocate the US $ Equivalent of the then unused UK Revolving Loan Commitment Amount to the US Revolving Loan Commitment Amount; provided, however, that the US Revolving Loan Commitment Amount shall not at any Letter time exceed $60,000,000 (or such lesser amount if the US Revolving Loan Commitment Amount has been permanently reduced in accordance with Sections 2.2.1 or 2.2.2) as a result of Creditsuch reallocation. Any such reallocation will automatically reduce the UK Revolving Loan Commitment Amount by a corresponding amount and, then upon the effectiveness of such reallocation, the US Percentages relating to US Revolving Loans of the Dual Lenders shall be increased, and the US Percentages of the US Lenders that are not Dual Lenders shall be decreased, as set forth in the next two sentences to the extent necessary to reflect the Dual Lenders' commitment to make US Revolving Loans in the increased amount so reallocated to the US Revolving Loan Commitment Amount, it being the intent of the parties hereto that the US Revolving Loan Commitment of US Lenders that are not Dual Lenders shall not be increased above that which was in effect immediately prior to giving effect to such reallocation. The US Percentage of the US Revolving Loan Commitment Amount of a US Lender that is not a Dual Lender shall equal the maximum principal amount of US Revolving Loans that such US Lender would be required to make immediately prior to giving effect to a reallocation pursuant to this Section divided by the US Revolving Loan Commitment Amount immediately after giving effect to the increase in the US Revolving Loan Commitment Amount resulting from such reallocation. The US Percentage of the US Revolving Loan Commitment Amount of a US Lender that is a Dual Lender shall equal the quotient of (a) the sum of (i) if one or more other tranches the maximum principal amount of US Revolving Facility Commitments in respect Loans that such Dual Lender would be required to make immediately prior to giving effect to a reallocation pursuant to this Section plus (ii) the product of which (x) such Dual Lender's UK Percentage to make UK Revolving Loans multiplied by (y) the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes US $ Equivalent of the obligations UK Revolving Loan Commitment Amount reallocated pursuant to this Section, divided by (b) the US Revolving Loan Commitment Amount immediately after giving effect to the increase in the US Revolving Loan Commitment Amount resulting from such reallocation. If the US Revolving Loan Commitment Amount is reduced as a result of a reallocation that increases the UK Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Loan Commitment Amount pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) 3.2.2, then the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount US Percentages of the unutilized Revolving Facility Commitments thereunder at such time US Lenders that are not Dual Lenders shall be increased and the US Percentages of the Dual Lenders shall be decreased based upon the foregoing principles (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share the Commitment Amounts of the US Lenders that are not Dual Lenders shall not be changed as a result of such reallocation). Upon (and as a condition to) a reallocation pursuant to this Section which increases the US Revolving Facility Loan Commitment Amount, the US Borrower shall execute and deliver to exceed each of the Dual Lenders a new US Revolving Note to reflect the increased US Revolving Loan Commitment of such Dual Lender’s Commitment, and (ii) . The US Agent shall distribute to the extent not reallocated Borrowers and the Lenders the modified Percentages in effect after giving effect to a reallocation pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not have assumed, a portion of such Lxxxxx’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to exceed each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the unutilized aggregate Revolving Facility Commitments thereunder at of all Lenders represented by such time Lxxxxx’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (it being understood that no partial face amount of any Letter of Credit may reflecting such increase in Revolving Commitments), which prepayment shall be reallocated); provided, in no event shall such reallocation cause a Lender’s share of accompanied by accrued interest on the Revolving Facility Commitment to exceed such Lender’s CommitmentLoans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, and (ii) to the extent necessary to maintain the pro rata exposures among the Lenders with 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 not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If Subject to the Maturity satisfaction (or waiver by the Lenders and the Issuing Banks) of the conditions set forth in Section 8 hereof, the Borrower Parties, the Administrative Agent, each Lender and each Issuing Bank hereby agree that on the Second Amendment Effective Date, each Lender and each Issuing Bank party hereto shall convert its respective Revolving Facility Commitment or Letter of Credit Commitment, as the case may be (as in existence immediately prior to the Second Amendment Effective Date) into a Revolving Facility Commitment or Letter of Credit Commitment, respectively, in the amount set forth opposite its name on Schedule 2.01 attached hereto as Annex A (the “Amended and Restated Schedule 2.01”). Each Lender and each Issuing Bank party hereto that is not an existing Lender or Issuing Bank prior to giving effect to this Second Amendment (each a “New Lender”) shall, by execution hereof, become a Lender or an Issuing Bank, respectively, for all purposes under the Revolving Credit Agreement (as amended by this Second Amendment on the Second Amendment Effective Date) and the other Loan Documents and shall be bound by the provisions thereof. Revolving Loans outstanding immediately prior to the effectiveness of this Second Amendment on the Second Amendment Effective Date shall be prepaid from the proceeds of new Revolving Facility Borrowings in respect of any tranche of such amounts as shall be necessary in order that, after giving effect to such Revolving Facility Borrowings and all such related prepayments, all Revolving Loans under the Revolving Facility will be held by Lenders party hereto ratably in accordance with their Revolving Facility Commitments occurs prior to as set forth on the expiration Amended and Restated Schedule 2.01. The date of any Letter of Credit, then (i) if one or more other tranches of such Revolving Facility Commitments Borrowings shall be deemed to be the Second Amendment Effective Date. All such Revolving Facility Borrowings and related prepayments shall be made in respect of which coordination with the Maturity Date shall not have occurred are then in effectAdministrative Agent, such Letters of Credit shall and the Administrative Agent may take all actions reasonably necessary to give effect thereto on the Second Amendment Effective Date. Further, each Lender party hereto will automatically and without further act be deemed to have been issued (including for purposes assigned and/or assumed a portion of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the outstanding Letters of Credit. Except , such that, after giving effect to each such deemed assignment or assumption of participations, the extent of reallocations of participations pursuant to clause (i) percentage of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage aggregate outstanding participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with held by each Lender party hereto will equal its Revolving Facility Percentage (after giving effect to this Second Amendment on the Second Amendment Effective Date). The Administrative Agent and the Lenders under hereby agree that the extended tranchesminimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Revolving Credit Agreement shall not apply to the transactions effected pursuant to this Section 1.

Reallocation. If The Administrative Agent, the Maturity Date Lenders and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule 2.01 attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any tranche of outstanding Revolving Facility Commitments occurs Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the expiration effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which netting effected by the Maturity Date shall not have occurred are then in effectAdministrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Applicable Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule 2.01 attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit shall automatically and (b) Term Loans in the principal amount set forth on Schedule 2.01 attached hereto for such Lender. The Administrative Agent, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment to be deemed to have been issued (including for purposes of effective, and the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate outstanding principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Term Loans to be reallocated); providedheld by each Lender, in no event shall such reallocation cause a Lender’s share of each case, on the Revolving Facility Commitment to exceed such Lender’s Commitmentdate this Amendment becomes effective, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesare as set forth on Schedule 2.01 attached hereto.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section 2.16, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not to exceed the aggregate principal amount have assumed, a portion of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmentparticipations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (iiB) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, to the extent necessary to maintain the pro rata exposures among the Lenders with 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 not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If After giving effect to this Thirteenth Amendment and any Borrowings made on the Maturity Date Thirteenth Amendment Effective Date, (a) each Bank who holds Revolving Loans in an aggregate amount less than its Applicable Revolving Commitment Percentage of all Revolving Loans shall advance new Revolving Loans which shall be disbursed to the Administrative Agent and used to repay Revolving Loans outstanding to each Bank who holds Revolving Loans in an aggregate amount greater than its Applicable Revolving Commitment Percentage of all Revolving Loans, including with respect to portions of any tranche outstanding SOFR Loans which SOFR Loans shall otherwise remain outstanding through the last day of Revolving Facility Commitments occurs the Interest Period applicable thereto unless repaid prior thereto by the Borrower after giving effect to the expiration adjustments described in this Section 5.2; provided, that in no event shall any such advance, disbursement or other adjustment be considered an extinguishment, novation or retirement of the Obligations under the Existing Credit Agreement (as amended hereby) or any other Loan Paper, (b) each Bank’s participation in each Letter of Credit, then if any, shall be automatically adjusted to equal its Applicable Revolving Commitment Percentage, (ic) if one or more such other tranches of adjustments shall be made as the Administrative Agent shall specify so that the Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed Exposure applicable to have been issued (including for purposes each Bank equals its Applicable Revolving Commitment Percentage of the obligations Aggregate Revolving Credit Exposures of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, all Banks and (iid) to the extent not reallocated pursuant to the immediately preceding clause (i)upon request by each applicable Bank, the Borrower shall cash collateralize be required to make any break funding payments owing to such Letter of Credit in accordance with Bank that are required under Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) 5.02 of the second preceding sentence, the occurrence of Credit Agreement as a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations result of the Revolving Lenders Loans and adjustments described in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 5.2.

Reallocation. Borrowers hereby acknowledge and agree that as of the Closing Date, the amount of each Lender’s Commitment shall be the amount set forth on Schedule 1 attached hereto. If the Maturity Date in respect Commitment of any tranche of Revolving Facility Commitments occurs prior Existing Lender is greater than its Existing Loans (an “Increasing Lender”) or if there is any Lender that is not an Existing Lender but that is becoming a Lender under this Agreement and delivers its signature page to this Agreement to Administrative Agent (a “New Lender” and, together with the expiration of any Letter of CreditIncreasing Lenders, the “Purchasing Lenders”), then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date each Purchasing Lender shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued purchased (including for purposes at par) assignments pro rata from each Existing Lender whose Commitment is less than its Existing Commitment or who is not becoming a Lender hereunder (each, a “Selling Lender”) in all such Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Lender so that, after giving effect to such assignments, each Lender shall hold Loans in an aggregate outstanding principal amount equal to the Commitment of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments such Lender in respect of such non-terminating tranches up the Loans as set forth in Schedule 1 hereto. On the Closing Date, each Purchasing Lender shall advance the applicable funds to an aggregate amount not Administrative Agent and the funds so advanced shall be distributed among any Selling Lenders to exceed accomplish the aggregate principal amount required reallocation of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); providedoutstanding Loans. Each Lender will receive a Note based on its Commitment as set forth on Schedule 1 hereto, which Note, in no event the case of each Existing Lender, shall be a replacement for such reallocation cause a Existing Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (Existing Note and shall not diminish) the percentage participations be a novation or satisfaction of the Revolving Lenders in any Letter of Credit issued before indebtedness evidence by such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesExisting Lender’s Existing Note.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)2.03 and Swing Line Loan participations pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations (with the aggregate amount of such non-terminating tranches up to an aggregate amount Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation, and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Parent Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated by reason of the immediately preceding first proviso in clause (i) above, or otherwise the Parent Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Parent Borrower shall cash collateralize any to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If (a) Subject to paragraph (b) below, the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs Company may not less than 5 Business Days prior to the expiration Preliminary Conversion Date (as defined below) and thereafter on each anniversary of any Letter such Preliminary Conversion Date, deliver a Preliminary Conversion Notice to the Agent requesting that a Base Currency amount of Creditup to £25,000,000 be reallocated between Tranche A, then Tranche B and/or Tranche C in the proportions specified in the Preliminary Conversion Notice on the date (the "Preliminary Conversion Date") determined in accordance with paragraph (d) below. 93954-4-1-v3.0 -21- 70-40529536 (b) At no time during the subsistence of this Agreement may the Tranche A Commitments exceed £25,000,000. (c) Upon delivery of a Preliminary Conversion Notice, the Agent shall promptly notify the Lenders and on the Preliminary Conversion Date: (i) if one or more other tranches of Revolving Facility each Lender's Commitments under a relevant Tranche (a "Reducing Tranche") shall be cancelled on a pro rata basis in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not equal to exceed the aggregate principal amount of specified in the unutilized Revolving Facility Commitments thereunder at such time Preliminary Conversion Notice (it being understood that no partial face amount of any Letter of Credit may be reallocatedthe "Reduced Amount"); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) each Lender's Tranche A Commitment, Tranche B Commitment and/or Tranche C Commitment (as applicable) under a relevant Tranche (an "Increasing Tranche") shall be increased on a pro rata basis by an amount equal to the extent not reallocated pursuant amount specified in the Preliminary Conversion Notice. (d) If the Reduced Amount under a Reducing Tranche: (i) exceeds the Available Tranche A Commitments, Available Tranche B Commitments or Available Tranche C Commitments (as applicable) under that Reducing Tranche, the Preliminary Conversion Date shall (if there is only one Loan outstanding under the relevant Tranche) be the last day of the Interest Period for the Loan under that Reducing Tranche outstanding on the date of the Preliminary Conversion Notice and (otherwise) shall be the last day of the Interest Period for a Loan outstanding under that Reducing Tranche which has a maturity date falling after the maturity date of any other Interest Period for Loans under that Reducing Tranche outstanding on the date of the Preliminary Conversion Notice (and prior to the immediately preceding clause Preliminary Conversion Date each subsequent Interest Period for a Loan under that Reducing Tranche shall be of such duration that it ends on or before the Preliminary Conversion Date); (ii) is equal to or less than the Available Tranche A Commitments, Available Tranche B Commitments or Available Tranche C Commitments (as applicable) under that Reducing Tranche, the Preliminary Conversion Date shall be the date falling 5 Business Days after the date of the Preliminary Conversion Notice. (e) The Company may not less than 5 Business Days prior to the Secondary Conversion Date (as defined below), deliver a Secondary Conversion Notice to the Agent, requesting that: (i) all or part of the Tranche A Commitments (the "Converted Amount") shall be cancelled; and (ii) simultaneously the Tranche B Commitments and/or the Tranche C Commitments shall be increased in an aggregate amount equal to the Converted Amount (and as between Tranche B and Tranche C in such proportions as the Company shall specify in the Secondary Conversion Notice), in each case on the Borrower shall cash collateralize any such Letter of Credit date (the "Secondary Conversion Date") determined in accordance with Section 2.05(11)paragraph (f) below. If, for any reason, such cash collateral is not provided or reallocation does not occur, 93954-4-1-v3.0 -22- 70-40529536 (f) If the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause Converted Amount: (i) of exceeds the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Available Tranche A Commitments, the sublimit Secondary Conversion Date shall (if there is only one Tranche A Loan outstanding) be the last day of the Interest Period for Letters the Tranche A Loan outstanding on the date of Credit the Secondary Conversion Notice and (otherwise) shall be agreed with the last day of the Interest Period for a Tranche A Loan outstanding on the date of the Secondary Conversion Notice which has a maturity date falling after the maturity date of any other Interest Period for Tranche A Loans outstanding on the date of the Secondary Conversion Notice (and prior to the Secondary Conversion Date each subsequent Interest Period for a Tranche A Loan shall be of such duration that it ends on or before the Secondary Conversion Date); (ii) is equal to or less than the Available Tranche A Commitments, the Secondary Conversion Date shall be the date falling 5 Business Days after the date of the Secondary Conversion Notice. (g) Upon delivery of a Secondary Conversion Notice, the Agent shall promptly notify the Lenders under and on the extended tranches.Secondary Conversion Date: (i) each Lender's Tranche A Commitment shall be cancelled on a pro rata basis in an aggregate amount equal to the Converted Amount; and (ii) each Lender's Tranche B Commitment and/or Tranche C Commitment shall be increased on a pro rata basis in an aggregate amount equal to the Converted Amount to be allocated between Tranche B and/or Tranche C in the proportions specified in the Secondary Conversion Notice. 93954-4-1-v3.0 -23- 70-40529536

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Subject to the expiration effectiveness of the amendments set forth in Section 2 hereof and the satisfaction of each condition precedent set forth in Section 4 hereof, after giving effect to this First Amendment and any Borrowing made on the First Amendment Effective Date, (a) each Lender who holds Loans in an aggregate amount less than its Pro Rata Percentage (after giving effect to this First Amendment) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Pro Rata Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit, then if any, shall be automatically adjusted to equal its Pro Rata Percentage (iafter giving effect to this First Amendment) if one or more and (c) such other tranches of adjustments shall be made as the Administrative Agent shall specify so that the Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed Exposure applicable to have been issued each Lender equals its Pro Rata Percentage (including for purposes after giving effect to this First Amendment) of the obligations aggregate Revolving Exposure of all Lenders. After giving effect to this First Amendment and any Borrowing made on the First Amendment Effective Date, the Administrative Agent may make such reallocations, disbursements and fund transfers amongst the Lenders as it deems appropriate to effectuate the amendments and other terms of this First Amendment and to otherwise adjust and/or reconcile their respective allocations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated)resulting therefrom; provided, that in no event shall any such disbursement, reallocation cause a Lender’s share or fund transfer be considered an extinguishment, novation or retirement of the Obligations under the Loan Documents. The Borrower hereby confirms and agrees that it shall be required to make any break-funding payments which may be required under Section 2.12 resulting from the Loans and adjustments described in this Section 3.4. The Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated Commitments made pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments Commitment Increase shall have no effect upon (and shall not diminish) the percentage participations of same terms, other than upfront fees, as the existing Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such LenderXxxxxx’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If Notwithstanding any provision contained herein to the contrary, from and after the date of any extension of the Maturity Date pursuant to this Section 2.1(d), all calculations and payments of interest on the Revolving Advances shall take into account the actual Revolving Commitment of each Lender and the principal amount outstanding of each Revolving Advance made by such Lender during the relevant period of time. If any Lender’s Maturity Date is extended in respect accordance with this Section 2.1(d), (A) immediately upon the effectiveness of any tranche of Revolving Facility each such extension, Schedule II hereof shall be amended and restated to set forth all Lenders and their respective Commitments occurs prior and Maturity Dates after giving effect to such extension and (B) on each Maturity Date, each Lender’s participation in the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Credit Obligations and Swingline Advances on such Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes equal such Lender’s Applicable Percentage of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, Obligations and Swingline Advances (after giving effect the termination of Commitments that occurs on such Maturity Date) but only to the extent that (x) the conditions set forth in no event shall Section 3.2 are satisfied at the time of such reallocation (and, unless the Borrower has otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause a Lender’s share the Total Credit Exposure of the Revolving Facility any Lender whose Commitment does not terminate on such Maturity Date to exceed such Lender’s Commitment, and (ii) to . If the extent not reallocated pursuant to the immediately preceding clause (ireallocation described in this Section 2.1(d), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If 2.1. On the Maturity Date Amendment No. 5 Effective Date, the Borrower shall (A) prepay the Existing Loans (if any) in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Creditfull, then including (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, all accrued but unpaid commitment fees relating to such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Existing Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect as of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmentdate, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the rate set forth in the Existing Credit Agreement), (B) simultaneously borrow new Loans under the Credit Agreement in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Existing Lender (other than the Amendment No. 5 Departing Lender) may be effected by book entry to the extent not reallocated pursuant that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed in Dollars or an Agreed Foreign Currency, as applicable, from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the immediately preceding clause Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (i)as set forth in Schedule 1.01(b) of the Credit Agreement) and (C) pay to the Existing Lenders the amounts, if any, payable under Section 2.15 of the Credit Agreement as a result of such prepayment. Each of the Existing Lenders (other than the Amendment No. 5 Departing Lender) hereby consents to the non-pro rata payment described in this Section 2.1. 2.2. On the Amendment No. 5 Effective Date, the Borrower shall cash collateralize any prepay to the Amendment No. 5 Departing Lender its pro rata portion of the Existing Loans, including (i) all accrued but unpaid commitment fees relating to such Letter Existing Loans as of such date, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the rate set forth in the Existing Credit in accordance with Section 2.05(11Agreement). If, for any reason, The Amendment No. 5 Departing Lender hereby consents to the non-pro rata payment described in this Section 2.2. Upon the receipt of such cash collateral is not provided or reallocation does not occurprepayment, the Revolving Lenders Amendment No. 5 Departing Lender shall cease to be a “Lender” under the maturing tranche Existing Credit Agreement, but shall continue to be responsible for their participating interests in the Letters of Credit. Except entitled to the extent benefits of reallocations of participations pursuant to clause (i) BUSINESS.31606900.11 Sections 2.13, 2.14 and 9.03 of the second preceding sentence, the occurrence of a Maturity Date Existing Credit Agreement with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (facts and shall not diminish) circumstances occurring prior to the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Amendment No. 5 Effective Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior (a) Immediately after giving effect to the expiration increase of any Letter the Aggregate Revolving Commitments and the amendment of Creditthe amount of each Lender’s Revolving Commitment as contemplated herein, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage risk participations of the Revolving Lenders in any each outstanding Letter of Credit issued before and each outstanding Swing Line Loan shall be automatically reallocated such Maturity Date. Commencing that (A) the risk participation of each Revolving Lender in each outstanding Letter of Credit equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit and (B) the risk participation of each Revolving Lender in each outstanding Swing Line Loan equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan, and (ii) each Revolving Lender that provides a new or increased Revolving Commitment in connection with this Amendment shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay existing Revolving Loans in an amount necessary such that after giving effect to such Borrowing and prepayment each Revolving Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. (b) The Outstanding Amount of the Term Loan under the Credit Agreement immediately prior to giving effect to this Amendment shall remain outstanding immediately after giving effect to this Amendment and shall be deemed funded on the date hereof. (c) Each Eurodollar Rate Loan outstanding immediately prior to giving effect to this Amendment shall maintain the same Interest Period applicable to such Eurodollar Rate Loan immediately prior to giving effect to this Amendment and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the Maturity Date terms of any tranche the Credit Agreement. Revolving Loans made by Revolving Lenders providing new or increased Revolving Commitments pursuant to Section 3(a)(ii) above to prepay existing Revolving Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods applicable to the existing Revolving Facility CommitmentsLoans so prepaid, the sublimit for Letters of Credit and shall be agreed subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the Lenders terms of the Credit Agreement. (d) Each Lender waives any right to compensation under Section 3.05 of the extended tranchesCredit Agreement in connection with the transactions described in clauses (a), (b) and (c) above.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs (a) The Company may not less than 5 Business Days prior to the expiration of any Letter of CreditPreliminary Conversion Date (as defined below), then deliver a Preliminary Conversion Notice to the Agent, requesting that: (i) if one all or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes part of the obligations of Tranche A Commitments (the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments "Converted Amount") shall be cancelled; and (ii) simultaneously the Tranche B Commitments and/or the Tranche C Commitments shall be increased in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not equal to exceed the aggregate principal amount Converted Amount (and as between Tranche B and Tranche C in such proportions as the Company shall specify in the Preliminary Conversion Notice), in each case on the date (the "Preliminary Conversion Date") determined in accordance with paragraph (b) below. (b) If the Converted Amount: (i) exceeds the Available Tranche A Commitments, the Preliminary Conversion Date shall (if there is only one Tranche A Loan outstanding) be the last day of the unutilized Revolving Facility Commitments thereunder at such time Interest Period for the Tranche A Loan outstanding on the date of the Preliminary Conversion Notice and (it being understood that no partial face amount otherwise) shall be the last day of the Interest Period for a Tranche A Loan outstanding on the date of the Preliminary Conversion Notice which has a maturity date falling after the maturity date of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share other Interest Period for Tranche A Loans outstanding on the date of the Revolving Facility Commitment Preliminary Conversion Notice (and prior to exceed the Preliminary Conversion Date each subsequent Interest Period for a Tranche A Loan shall be of such Lender’s Commitment, and duration that it ends on or before the Preliminary Conversion Date); (ii) is equal to or less than the Available Tranche A Commitments, the Preliminary Conversion Date shall be the date falling 5 Business Days after the date of the Preliminary Conversion Notice. (c) Upon delivery of a Preliminary Conversion Notice, the Agent shall promptly notify the Lenders and on the Preliminary Conversion Date: (i) each Lender's Tranche A Commitment shall be cancelled on a pro rata basis in an aggregate amount equal to the extent not reallocated pursuant Converted Amount; and (ii) each Lender's Tranche B Commitment and/or Tranche C Commitment shall be increased on a pro rata basis in an aggregate amount equal to the immediately preceding clause Converted Amount to be allocated between Tranche B and/or Tranche C in the proportions specified in the Preliminary Conversion Notice. (i)d) Subject to paragraph (e) below, the Borrower shall cash collateralize any Company may not less than 5 Business Days prior to the Secondary Conversion Date (as defined below) and thereafter on each anniversary of such Letter Secondary Conversion Date, deliver a Secondary Conversion Notice to the Agent requesting that a Base Currency amount of Credit up to £25,000,000 be reallocated between Tranche A, Tranche B and/or Tranche C in the proportions specified in the Secondary Conversion Notice on the date (the "Secondary Conversion Date") determined in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occurparagraph (g) below. (e) At no time during the subsistence of this Agreement may the Tranche A Commitments exceed £25,000,000. (f) Upon delivery of a Secondary Conversion Notice, the Revolving Agent shall promptly notify the Lenders under and on the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause Secondary Conversion Date: (i) each Lender's Commitments under a relevant Tranche (a "Reducing Tranche") shall be cancelled on a pro rata basis in an aggregate amount equal to the amount specified in the Secondary Conversion Notice (the "Reduced Amount"); and (ii) each Lender's Tranche A Commitment, Tranche B Commitment and/or Tranche C Commitment (as applicable) under a relevant Tranche (an "Increasing Tranche") shall be increased on a pro rata basis by an amount equal to the amount specified in the Secondary Conversion Notice. (g) If the Reduced Amount under a Reducing Tranche: (i) exceeds the Available Tranche A Commitments, Available Tranche B Commitments or Available Tranche C Commitments (as applicable) under that Reducing Tranche, the Secondary Conversion Date shall (if there is only one Loan outstanding under the relevant Tranche) be the last day of the second preceding sentenceInterest Period for the Loan under that Reducing Tranche outstanding on the date of the Secondary Conversion Notice and (otherwise) shall be the last day of the Interest Period for a Loan outstanding under that Reducing Tranche which has a maturity date falling after the maturity date of any other Interest Period for Loans under that Reducing Tranche outstanding on the date of the Secondary Conversion Notice (and prior to the Secondary Conversion Date each subsequent Interest Period for a Loan under that Reducing Tranche shall be of such duration that it ends on or before the Secondary Conversion Date); (ii) is equal to or less than the Available Tranche A Commitments, Available Tranche B Commitments or Available Tranche C Commitments (as applicable) under that Reducing Tranche, the occurrence of a Maturity Secondary Conversion Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) be the percentage participations date falling 5 Business Days after the date of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesSecondary Conversion Notice.

Reallocation. If To effectuate the Maturity Date in respect foregoing, on the Closing Date, each of any tranche the lenders under the Existing Loan Documents that is not a Lender hereunder, or which has a Term A Loan Commitment and/or a Term B Loan Commitment hereunder that is less than the aggregate amount of Revolving Facility Commitments occurs prior to loans that it holds under the expiration of any Letter of CreditPrior Credit Agreement (collectively, then (ithe “Decreasing Term Lenders”) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes sold and assigned to the Lenders who have a Term A Loan Commitment and/or a Term B Loan Commitment hereunder that in the aggregate is in excess of the obligations amount of loans they hold under the Prior Credit Agreement (collectively, the “Increasing Term Lenders”), and each of the Revolving Increasing Term Lenders shall be deemed to purchase participations therein have purchased and assumed from the Decreasing Term Lenders, at the principal amount thereof, such interests, rights and obligations with respect to make Revolving Loans the loans under the Prior Credit Agreement of the Decreasing Term Lenders outstanding on the Closing Date (all such interests, rights and payments obligations to be referred to herein as the “Assigned Interests”), as shall be necessary in respect thereof pursuant order that, after giving effect to Section 2.05(5)) under all such sales and assignments and purchases and assumptions, (and ratably participated in by Lenders pursuant toi) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed Increasing Term Lenders will hold the aggregate principal amount of Term A Loans and Term B Loans set forth opposite their names on Appendix A-1 and Xxxxxxxx X-0, as the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit case may be reallocated); providedbe, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmenthereto, and (ii) the Decreasing Term Lenders will hold the principal amount of Term A Loans and Term B Loans (in either case, if any) set forth opposite their names on Appendix A-1 and Xxxxxxxx X-0, as the case may be, hereto and (iii) the Term Lenders that are neither Decreasing Term Lenders nor Increasing Term Lenders (the “Unchanged Term Lenders”) will hold the principal amount of Term A Loans and Term B Loans set forth opposite their names in Appendix A-1 and Xxxxxxxx X-0, as the case may be, hereto. Such sales and assignments and purchases and assumptions shall be made on the terms set forth in Exhibit E to the extent not reallocated pursuant Prior Credit Agreement, and shall be deemed to comply with Section 12.3 of the immediately preceding clause (i)Prior Credit Agreement, notwithstanding the failure of such sales, assignments, purchases and assumptions to comply with the minimum assignment requirement of the Prior Credit Agreement, the Borrower shall cash collateralize any such Letter requirement to pay the processing and recordation fees of the Prior Credit Agreement or the requirement to execute and deliver a notice of assignment in accordance with Section 2.05(11)respect thereof. IfWithout limiting the generality of the foregoing, for any reason, such cash collateral is not provided or reallocation does not occur, each Decreasing Term Lender and Increasing Term Lender hereby makes the Revolving Lenders under the maturing tranche shall continue representations and warranties required to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentencemade under such Exhibit E by an assignor and assignee, the occurrence of a Maturity Date respectively, with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (the Assigned Interests being assigned or assumed by such Person hereunder, and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date each Decreasing Term Lender confirms that its Assigned Interests are being delivered free and clear of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesLien or other encumbrance.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) Notwithstanding the provisions of Sections 2.1 (A) and 2.5 to the contrary, should Borrower submit a Borrowing Notice which, if one or more other tranches of Revolving Facility Commitments honored, would result in respect of which the Maturity Date shall not have occurred are then in effectan Over Borrowing, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not any Lender being asked to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder its Unused Commitment at such time (it being understood any such Lender is referred to herein as a "Reallocating Lender") shall be required to make available to the Agent only that no partial face amount portion of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Reallocating Lender’s share 's Ratable Share of the Revolving Facility Over Borrowing equal to such Reallocating Lender's Unused Commitment at such time; any amounts not made available to the Agent by any such Reallocating Lender (because such amounts would exceed such Lender’s Commitment's Unused Commitment at such time) will be reallocated and made available to the Agent by the Lenders which are not Reallocating Lenders (the reallocation of such amounts is referred to herein as the "Borrowing Spread"). Any such Reallocated Borrowing shall be reallocated as follows: (1) if more than one Lender is not a Reallocating Lender then each of such Lenders shall make equal portions of the Reallocated Borrowing available to the Agent, not in excess of each such Lender's Unused Commitment at such time, and (ii2) if only one Lender is not a Reallocating Lender then such Lender shall make the full amount of the Reallocated Borrowing available to the extent Agent, not in excess of its Unused Commitment at such time. If after the first Borrowing Spread, the full amount of the Over Borrowing has not been reallocated, any such amount shall be reallocated pursuant to in another Borrowing Spread in the same manner as described in the immediately preceding clause sentence; this process will continue through as many Borrowing Spreads as are required to reallocate the full amount of the Over Borrowing. (i)ii) In addition, Agent may make demand upon other Lenders under Section 2.5 (B) on any Business Day on which the Borrower shall cash collateralize aggregate Revolving Credit Obligations owing to Agent on such Business Day (after giving effect to any Advances to be made by Agent on such Letter of Credit Business Day or the immediately following Business Day) exceed Agent's Commitment, subject to the limitations set forth in accordance with Section 2.05(112.5 (B). If, for any reason, Each Lender shall remit such cash collateral is not provided or reallocation does not occur, payments to Agent on the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters first Business Day after receipt of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesdemand by Agent."

Reallocation. If (a) In connection with the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes joinder of the obligations New Lenders and the increase of the Revolving Revolver Commitments of certain Existing Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) on the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i)Effective Date, the Borrower shall cash collateralize (A) prepay, or cause to be prepaid, the Advances (if any) that are outstanding immediately prior to the effectiveness of this Amendment and (B) simultaneously borrow new Advances in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such Letter time); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Revolver Commitment under the Existing Credit Agreement immediately prior to the Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of Credit the amount prepaid to such Existing Lender will be subsequently borrowed from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with the respective Revolver Commitments immediately after giving effect to this Amendment, which, for the purposes of the Credit Agreement and each other Loan Document, each as amended hereby, will be as set forth opposite such Person’s name on Schedule 2.01 to the Credit Agreement, as amended hereby. Each of the Lenders hereby consents to the non-pro rata payment described in this Section 2.05(114(a). IfNotwithstanding anything to the contrary contained in the Credit Agreement, as amended hereby, the Borrower shall have no liability to any Lender for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to amounts that would otherwise be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations payable pursuant to clause Section 8.05 of the Credit Agreement, as amended hereby, as a result of the prepayment and borrowing on the Effective Date contemplated by this Section 4(a). (b) Each of the Lenders hereby acknowledges and agrees that (i) of no Lender nor the second preceding sentence, the occurrence of a Maturity Date Administrative Agent has made any representations or warranties or assumed any responsibility with respect to a given tranche (A) any statements, warranties or representations made in or in 767058642 connection with the Credit Agreement, as amended hereby, or the execution, legality, validity, enforceability, genuineness or sufficiency of Revolving Facility Commitments shall have no effect upon the Credit Agreement, as amended hereby, the Existing Credit Agreement or any other Loan Document or (and shall not diminishB) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date financial condition of any tranche Loan Party or the performance by any Loan Party of Revolving Facility Commitmentsits obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Amendment, independently and without reliance upon the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesAdministrative Agent or any other Lender.

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that issued such Letter of Credit), then reimbursement obligations with respect to Swing Loans and, as applicable, participation funding obligations under Section 9.9(e)(i) shall, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (iwhether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed or funded by the Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Shares of the aggregate Commitments of all Lenders (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided, that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Credit Advances, outstanding Letter of Credit Obligations, amounts of its participations in Swing Line Advances, its pro rata share of unparticipated amounts in Swing Line Advances and amounts of its participations pursuant to Section 9.9(e)(i) if one or more other tranches to exceed its Commitment. Upon any such reallocation of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effecta participation funding obligation under Section 9.9(e)(i) to a Sterling Lender, such Letters Sterling Lender shall pay the outstanding principal balance thereof to the Fronting Lender, and any such amounts paid by any Sterling Lender to the Fronting Lender shall be deemed to constitute a Revolving Credit Advance or the purchase of Credit an undivided interest in a Swing Line Advance, as applicable, and, to the extent necessary to effectuate the foregoing, the Fronting Lender shall automatically be deemed to have been issued sold, and such Sterling Lender shall be deemed to have purchased, Revolving Credit Advances and participations in Swing Line Advances from the Fronting Lender. At any time any Lender is a Non-Funding Lender, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (including for purposes of whether before or after the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount occurrence of any Default or Event of Default), participating interests in any newly made Swing Line Loan or Sterling Revolving Credit Advance or any newly issued or modified Letter of Credit may will be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving allocated among non-Defaulting Lenders in any Letter of Credit issued before such Maturity Date. Commencing a manner consistent with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 9.9(d)(ii).

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that issued such Letter of Credit), then reimbursement obligations with respect to Swing Loans and, as applicable, participation funding obligations under Section 9.9(e)(i) shall, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (iwhether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed or funded by the Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Shares of the aggregate Commitments of all Lenders (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided, that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Credit Advances, outstanding Letter of Credit Obligations, amounts of its participations in Swing Line Advances, its pro rata share of unparticipated amounts in Swing Line Advances and amounts of its participations pursuant to Section 9.9(e)(i) if one or more other tranches to exceed its Commitment. Upon any such reallocation of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effecta participation funding obligation under Section 9.9(e)(i) to a Foreign Currency Lender, such Letters Foreign Currency Lender shall pay the outstanding principal balance thereof to the Fronting Lender, and any such amounts paid by any Foreign Currency Lender to the Fronting Lender shall be deemed to constitute a Revolving Credit Advance or the purchase of Credit an undivided interest in a Swing Line Advance, as applicable, and, to the extent necessary to effectuate the foregoing, the Fronting Lender shall automatically be deemed to have been issued sold, and such Foreign Currency Lender shall be deemed to have purchased, Revolving Credit Advances and participations in Swing Line Advances from the Fronting Lender. At any time any Lender is a Non-Funding Lender, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (including for purposes of whether before or after the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount occurrence of any Default or Event of Default), participating interests in any newly made Swing Line Loan or Foreign Currency Revolving Credit Advance or any newly issued or modified Letter of Credit may will be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving allocated among Non-Funding Lenders in any Letter of Credit issued before such Maturity Date. Commencing a manner consistent with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 9.9(d)(ii).

Reallocation. If (a) Within a reasonable period of time after entry of the Maturity Interim DIP Order (and in no event shorter than two (2) weeks following entry of the Interim DIP Order), each of the Prepetition Term Loan Lenders (other than the Backstop Lenders) holding “Prepetition Tranche B Term Loans” and “Prepetition Rollover Term Loans” (in each case as defined in the Prepetition Term Loan Credit Agreement)) on the Petition Date shall be offered the opportunity (on a pro rata basis based on their respective combined holdings of Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans) to participate as Lenders in the DIP Facility and to become Lenders hereunder. To the extent necessary to implement and effectuate such participation, on the Reallocation Date, each of the Backstop Lenders shall make reallocations and/or assignments of their respective DIP First Funding Loans, Initial Roll Up Loans and DIP Second Funding Commitments, as necessary, to allow for all other Prepetition Term Loan Lenders who were “Lenders” of record named on the register maintained by the Prepetition Administrative Agent with respect to ownership of any tranche Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans on the Petition Date (an “Eligible Reallocation Lender”) to become parties to this Agreement as Lenders. The election by an Eligible Reallocation Lender to so participate in the DIP Facility and become a Lender (an “Additional Lender”) may be exercised by such Eligible Reallocation Lender by completing, executing, and returning a DIP-to-Exit Reallocation Subscription Form (the “Subscription Form”), so that the Subscription Form is actually received by Epiq Corporate Restructuring, LLC prior to 4:00 p.m. Prevailing Central Time on or before June 7, 2023 (the “Election Deadline”). (b) On the date on which settlement of Revolving Facility Commitments occurs the reallocations contemplated by this Section 2.24 occurs, which shall be a Business Day occurring prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes entry of the obligations of Final DIP Order selected by the Revolving Requisite Lenders to purchase participations therein and to make Revolving the Borrower (the “Reallocation Date), the DIP First Funding Loans, Initial Roll Up Loans and payments DIP Second Funding Commitments shall be reallocated and/or assigned to each Additional Lender pro rata in respect thereof pursuant proportion to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans held by such time (it being understood that no partial face Additional Lender on the Petition Date in comparison to the aggregate principal amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share all Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans outstanding as of the Revolving Facility Commitment to exceed such Lender’s Commitment, Petition Date; provided that (i) [reserved] and (ii) to such reallocations and/or assignments shall reduce the extent not reallocated pursuant to the immediately preceding clause (i)aggregate principal amount of DIP First Funding Loans, the Borrower shall cash collateralize any such Letter Initial Roll Up Loans and DIP Second Funding Commitments of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except each Backstop Lender ratably to the extent of the total amount of DIP First Funding Loans, Initial Roll Up Loans and DIP Second Funding Commitments of such Backstop Lender to be reallocated and/or assigned to Additional Lenders. The Lenders, each Additional Lender, and the Borrower agree that (w) on the Reallocation Date, the Borrower, the Lenders and the Additional Lenders (constituting Requisite Lenders) authorize and direct the Administrative Agent to update the Register on the Reallocation Date to reflect the reallocations of participations and/or assignments pursuant to this Section 2.24 as set forth in the schedules provided to the Administrative Agent in accordance with the last sentence of this clause (ib), (x) of the second preceding sentence, the occurrence of a Maturity Date with respect to each Backstop Lender that is reallocating and/or assigning a given tranche portion of Revolving Facility its DIP First Funding Loans, Initial Roll Up Loans or DIP Second Funding Commitments in accordance with this Section 2.24, such Backstop Lender shall have no effect upon further rights or obligations in respect of such reallocated or assigned portion of such DIP First Funding Loans, Initial Roll Up Loans or DIP Second Funding Commitments and (and shall not diminishy) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility respect to each Additional Lender that is acquiring DIP First Funding Loans, Initial Roll Up Loans or DIP Second Funding Commitments, the sublimit for Letters reallocation and/or assignment pursuant to this Section 2.24 shall result in such Additional Lender having the reallocated and/or assigned DIP Second Funding Commitments as if such were issued on the Reallocation Date. For the avoidance of Credit doubt, no reallocation and/or assignment shall be effective until each applicable Additional Lender has made all payments required to be paid to the assigning or relocating Lender. On the Reallocation Date, the Administrative Agent shall update the Register to reflect the reallocations and/or assignments effected pursuant to this Section 2.24. The foregoing reallocation shall take into account fees paid on the Closing Date (other than the Backstop Fee, which will not be reallocated) in a manner to be agreed with by the Requisite Lenders under and the extended tranchesBorrower.

Reallocation. If The Administrative Agent, the Maturity Date Borrower and each Lender agree that upon the effectiveness of this Agreement, the amount of the Revolving Commitment of each Lender is as set forth on Schedule 1 attached hereto. Simultaneously with the effectiveness of this Agreement, the Revolving Loans outstanding under the Existing Credit Agreement shall be reallocated among the Lenders in respect of any tranche of accordance with their respective Revolving Facility Commitments occurs Percentages. To effect such reallocations, each Lender who had no Revolving Commitment (as defined in the Existing Credit Agreement) prior to the expiration effectiveness of any Letter this Agreement (an “Assignee Lender”) shall be deemed to have purchased from the sole Lender who had a Revolving Commitment under and as defined in the Existing Credit Agreement immediately prior to the effectiveness of Credit, then this Agreement (ithe “Assignor Lender”) if one or more other tranches of such Assignee Lender’s Revolving Facility Commitments Percentage of such Revolving Commitment of the Assignor Lender so that the Revolving Loans that were outstanding under the Existing Credit Agreement are held by each of the Lenders in respect an amount equal to such Lender’s Revolving Facility Percentage (as of which the Maturity Date Closing Date) of such outstanding Revolving Loans. Such purchases shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including effected by way of, and subject to the terms and conditions of Assignment Agreements without the payment of any related assignment fee, and except for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in Notes to be provided to the Assignor Lender (all of which are hereby waived). The Assignor Lender and the Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Closing Date and any netting transactions effected by the Administrative Agent) with respect of to such non-terminating tranches up to an aggregate amount not to exceed reallocations and assignments so that the aggregate outstanding principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face Loans shall be held by the Lenders pro rata in accordance with the amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) Commitments of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesLenders.

Reallocation. If (a) On the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to Effective Date, immediately following or substantially contemporaneously with the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i)Prepayment, the Borrower shall cash collateralize (A) prepay, or cause to be prepaid, the Advances (if any) that are outstanding immediately prior to the effectiveness of this Amendment (other than any Advances that have already been prepaid pursuant to the Prepayment) and (B) simultaneously borrow new Advances in an amount equal to such Letter prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); ​ ​ provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender (for the avoidance of doubt, excluding the Withdrawing Lender) with a Revolver Commitment under the Existing Credit Agreement immediately prior to the Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with each Lender’s Applicable Percentage of Revolver Commitments immediately after giving effect to this Amendment, which, for the purposes of the Credit Agreement and each other Loan Document, each as amended hereby, will be as set forth opposite such Person’s name on Schedule 2.01 to the Credit Agreement, as amended hereby. Each of the Lenders hereby consents to the non-pro rata payment described in this Section 2.05(116(a). IfNotwithstanding anything to the contrary contained in the Credit Agreement, as amended hereby, the Borrower shall have no liability to any Lender for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to amounts that would otherwise be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations payable pursuant to clause Section 8.05 of the Credit Agreement, as amended hereby, as a result of the prepayment and borrowing on the Effective Date contemplated by this Section 6(a). (b) Each of the Lenders hereby acknowledges and agrees that (i) of no Lender nor the second preceding sentence, the occurrence of a Maturity Date Administrative Agent has made any representations or warranties or assumed any responsibility with respect to a given tranche (A) any statements, warranties or representations made in or in connection with the Credit Agreement, as amended hereby, or the execution, legality, validity, enforceability, genuineness or sufficiency of Revolving Facility Commitments shall have no effect upon the Credit Agreement, as amended hereby, the Existing Credit Agreement or any other Loan Document or (and shall not diminishB) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date financial condition of any tranche Loan Party or the performance by any Loan Party of Revolving Facility Commitmentsits obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Amendment, independently and without reliance upon the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesAdministrative Agent or any other Lender.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior (a) Immediately after giving effect to the expiration amendment of any Letter the amount of Crediteach Lender’s Revolving Commitment as contemplated herein, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage risk participations of the Revolving Lenders in any each outstanding Letter of Credit issued before and each outstanding Swing Line Loan shall be automatically reallocated such Maturity Date. Commencing that (A) the risk participation of each Revolving Lender in each outstanding Letter of Credit equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit and (B) the risk participation of each Revolving Lender in each outstanding Swing Line Loan equals the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan, and (ii) each Revolving Lender that provides an increased Revolving Commitment in connection with this Amendment shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay existing Revolving Loans in an amount necessary such that after giving effect to such Borrowing and prepayment each Revolving Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. (b) Each Eurodollar Rate Loan outstanding immediately prior to giving effect to this Amendment shall maintain the same Interest Period applicable to such Loan immediately prior to giving effect to this Amendment and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the Maturity Date terms of any tranche the Credit Agreement. Revolving Loans made by Revolving Lenders providing increased Revolving Commitments pursuant to Section 3(a)(ii) above to prepay existing Revolving Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods applicable to the existing Revolving Facility CommitmentsLoans so prepaid, the sublimit for Letters of Credit and shall be agreed subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the Lenders terms of the Credit Agreement. (c) Each Lender waives any right to compensation under Section 3.05 of the extended tranchesCredit Agreement in connection with the transactions described in clauses (a) and (b) above.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Protective Advance participation pursuant to Section 2.1(c), any outstanding Letter of Credit, then Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Protective Advance participation pursuant to Section 2.05(52.1(c), the Letter of Credit participation pursuant to Section 3.1 and the Swing Line Loan participation pursuant to Section 3.2, in each case, of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders who are Revolving Credit Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that, in each case above, (and ratably participated in by Lenders pursuant toa) the Revolving Facility Commitments Credit Exposure of each Non-Defaulting Lender may not in respect any event exceed its Revolving Credit Commitment as in effect at the time of such nonreallocation and (b) neither such reallocation nor any payment by a Non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 cannot be so reallocated, whether by reason of the immediately preceding proviso in clause (i)) above or otherwise, the Borrower shall cash collateralize any will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the Swing Line Lender, as the case may be), (1) L/C Cash Collateralize the obligations of the Borrower to the relevant L/C Issuer in respect of such Letter of Credit participation pursuant to Section 3.1, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 3.1, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 3.2, prepay and/or L/C Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the relevant L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If (a) Each of the Maturity Date parties to this Amendment severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, each of the Xxxxxxxx Purchaser Agent, on behalf of the Xxxxxxxx Purchaser Group, and Liberty Street Purchaser Agent, on behalf of the Liberty Street Purchaser Group, (each, an “Assigning Purchaser Agent” and, collectively, the “Assigning Purchaser Agents”) hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to each Continuing Purchaser Agent, and each Continuing Purchaser Agent, on behalf of such Continuing Purchaser Agent’s Purchaser Group, hereby irrevocably purchases from each Assigning Purchaser Agent and such Assigning Purchaser Agent’s Purchaser Group, all of the rights and obligations of such Assigning Purchaser Agent and such Assigning Purchaser Agent’s Purchaser Group under the Receivables Purchase Agreement and each other Transaction Document in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect Group Capital of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a LenderAssigning Purchaser Agent’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, Purchaser Group and (ii) the Maximum Purchase Amount of the Alternate Purchaser for such Assigning Purchaser Agent’s Purchaser Group under the Receivables Purchase Agreement such that, after giving effect to the extent foregoing assignment and delegation, (i) the Group Capital of each Purchaser Agent’s Purchaser Group and (ii) the Maximum Purchase Amount of the Alternate Purchaser for each Purchaser Agent’s Purchaser Group for the purposes of the Receivables Purchase Agreement and each other Transaction Document shall be as set forth on Schedule A. (b) As consideration for the reallocation set forth in clause (a) above, each New Purchaser Agent agrees to cause such New Purchaser Agent’s Purchaser Group to, no later than 2:00 p.m. (New York time), on the date hereof, pay an amount equal to such New Purchaser Agent’s Purchaser Group’s “Post-Reallocation Group Capital”, as set forth on Schedule A, to the Assigning Purchaser Agents in accordance with the payment instructions set forth on Schedule B. (c) The Seller intends to pay to the Xxxxxxxx Purchaser Agent on the date hereof the aggregate amount of interest, fees, and expenses due to the Xxxxxxxx Purchaser Agent and each Purchaser in the Xxxxxxxx Purchaser Group under the Transaction Documents, including the Fee Letter (such amount is referred to herein as the “Xxxxxxxx Payoff Amount”). The Xxxxxxxx Payoff Amount, if paid in immediately available funds by 2:00 p.m. (New York time), on the date hereof (the “Payoff Time”), is $83,959.59. If the Xxxxxxxx Payoff Amount is not reallocated paid in full by the Payoff Time, the amount of interest and fees accrued will increase by $19.24 per day. Upon receipt by the Xxxxxxxx Purchaser Agent of the Xxxxxxxx Payoff Amount and any additional interest and fees that have accrued pursuant to the previous sentence in immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except available funds and all amounts owed to the extent of reallocations of participations Xxxxxxxx Purchaser Agent pursuant to clause (ib) above, the Xxxxxxxx Purchaser Agent and each Purchaser in the Xxxxxxxx Purchaser Group shall no longer be party to the Receivables Purchase Agreement, the Fee Letter or any other Transaction Document; provided that, notwithstanding the foregoing, Sections 1.7, 1.8, 1.9, 3.1, 3.2, 6.4, 6.5, 6.6, 6.7, 6.10, 6.15 and 6.16 of the second preceding sentence, Receivables Purchase Agreement as in effect on the occurrence of a Maturity Date with respect date hereof shall continue to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) inure to the percentage participations benefit of the Revolving Lenders Xxxxxxxx Purchaser Agent and the Purchasers in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesXxxxxxxx Purchaser Group.

Reallocation. If Notwithstanding anything to the Maturity Date contrary herein, if a Lender (in respect the case of clause (i) below, other than any tranche of Revolving Facility Commitments occurs Lender that did not execute Amendment No. 3 on or prior to the expiration of Amendment No.3 Effectiveness Date) becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)2.03 and Swing Line Loan participations pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations (with the aggregate amount of such non-terminating tranches up to an aggregate amount Lenders' risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Parent Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, by reason of the immediately preceding first proviso in clause (i) above or otherwise (including that such Defaulting Lender did not execute Amendment No.3 on or prior to the Amendment No. 3 Effectiveness Date), the Parent Borrower shall cash collateralize any will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Parent Borrower to the L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not to exceed the aggregate principal amount have assumed, a portion of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmentparticipations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (iiB) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, to the extent necessary to maintain the pro rata exposures among the Lenders with 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 not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.65

Reallocation. If Notwithstanding the Maturity Date in respect provisions of any tranche of Revolving Facility Commitments occurs prior the foregoing Section 2.1 (A) (2) (b) to the expiration of contrary, should Borrower submit a Borrowing Notice which, if honored, would result in an Over Borrowing, any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Lender being asked to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder its Unused Commitment at such time (it being understood any such Lender is referred to herein as a "Reallocating Lender") shall be required to make available to the Agent only that no partial face amount portion of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Reallocating Lender’s share 's Ratable Share of the Revolving Facility Over Borrowing equal to such Reallocating Lender's Unused Commitment at such time; any amounts not made available to the Agent by any such Reallocating Lender (because such amounts would exceed such Lender’s Commitment, 's Unused Commitment at such time) will be reallocated and (ii) made available to the extent Agent by the Lenders which are not Reallocating Lenders (the reallocation of such amounts is referred to herein as the "Borrowing Spread"). Any such Reallocated Borrowing shall be reallocated pursuant as follows: (1) if more than one Lender is not a Reallocating Lender then each of such Lenders shall make equal portions of the Reallocated Borrowing available to the Agent, not in excess of each such Lender's Unused Commitment at such time, (2) if only one Lender is not a Reallocating Lender then such Lender shall make the full amount of the Reallocated Borrowing available to the Agent, not in excess of its Unused Commitment at such time. If after the first Borrowing Spread, the full amount of the Over Borrowing has not been reallocated, any such amount shall be reallocated in another Borrowing Spread in the same manner as described in the immediately preceding clause (i), sentence; this process will continue through as many Borrowing Spreads as are required to reallocate the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) full amount of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesOver-Borrowing.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to exceed each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the unutilized aggregate Revolving Facility Commitments thereunder at of all Lenders represented by such time Xxxxxx’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (it being understood that no partial face amount of any Letter of Credit may reflecting such increase in Revolving Commitments), which prepayment shall be reallocated); provided, in no event shall such reallocation cause a Lender’s share of accompanied by accrued interest on the Revolving Facility Commitment to exceed such Lender’s CommitmentLoans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, and (ii) to the extent necessary to maintain the pro rata exposures among the Lenders with 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 not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.h)

Reallocation. If On the Maturity Date Amendment No. 2 Effective Date, the Tranche A Term Loans of each of the Tranche A Term Lenders shall be reallocated among the Tranche A Term Lenders in accordance with their respective Commitments set forth on Schedule II attached hereto, and to effect such reallocations, each Tranche A Term Lender (including each Additional Tranche A Lender) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Tranche A Term Loans of any tranche the Tranche A Term Lenders as the Administrative Agent may direct and require so that the Tranche A Term Loans of each Tranche A Term Lender will be as set forth on Schedule II attached hereto. On the Amendment No. 2 Effective Date, the Tranche A Revolving Facility Commitments occurs Commitment of each of the Tranche A Revolving Lenders and the amount of all outstanding Tranche A Revolving Loans and participations in Letters of Credit and Swing Line Loans shall be reallocated among the Tranche A Revolving Lenders in accordance with their respective Tranche A Revolving Commitments, and to effect such reallocations, each Tranche A Revolving Lenders whose Tranche A Revolving Commitment on the Amendment No. 2 Effective Date exceeds its Tranche A Revolving Commitment immediately prior to the expiration of any Letter of CreditAmendment No. 2 Effective Date (each an “Assignee Lender”) shall be deemed to have purchased all right, then (i) if one or more other tranches of Revolving Facility Commitments title and interest in, and all obligations in respect of, the Tranche A Revolving Commitments of which the Maturity Tranche A Revolving Lenders whose Tranche A Revolving Commitments are less than their respective Tranche A Revolving Commitment immediately prior Amendment No. 2 Effective Date (each an “Assignor Lender”), so that the Tranche A Revolving Commitments of each Tranche A Revolving Lender will be as set forth on Schedule II attached hereto. Such purchases shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including effected by way of, and subject to the terms and conditions of, any Assignment Agreement without the payment of any related assignment fee, and, except for purposes of replacement Notes to be provided to the obligations of Assignor Lenders and Assignee Lenders in the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of their respective Tranche A Revolving Commitments (after the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (iAmendment No. 2 Effective Date), the Borrower no other documents or instruments shall cash collateralize any be, or shall be required to be, executed in connection with such Letter assignments (all of Credit in accordance with Section 2.05(11which are hereby waived). If, for any reason, The Assignor Lenders and Assignee Lenders shall make such cash collateral is not provided or reallocation does not occursettlements among themselves, through the Revolving Lenders under Administrative Agent, as the maturing tranche shall continue Administrative Agent may direct (after giving effect to be responsible for their participating interests in any netting effected by the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (iAdministrative Agent) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of such reallocations and assignments. Simultaneously on the Amendment No. 2 Effective Date, each Tranche A Revolving Facility Lenders’ Tranche A Revolving Loans are hereby reallocated to reflect the adjustments to the Tranche A Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Tranche A Revolving Lenders as a result of this Amendment and the Tranche A Revolving Lenders shall make such Tranche A Revolving Loans on the Amendment No. 2 Effective Date as may be required to effectuate such reallocation. Furthermore, on the Amendment No. 2 Effective Date, all participations in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit and Swing Line Loans shall be agreed reallocated pro rata among the Tranche A Revolving Lenders after giving effect to the Tranche A Revolving Commitments contemplated hereby. Each Lender hereby agrees to waive any indemnity claim for breakage costs related to Eurodollar Loans payable to such Lender under Section 3.4 of the Credit Agreement in connection with the Lenders under the extended tranchesreallocation contemplated hereby.

Reallocation. If On the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of CreditFirst Amendment Effective Date, then (i) if one or more other tranches of each Existing Lender immediately prior to giving effect to the First Amendment Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect(including, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding this clause (i), the Borrower shall cash collateralize any Replacement Lenders) hereunder will automatically and without further act be deemed to have assigned to each First Amendment Revolving Lender, and each First Amendment Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Letter of Credit Existing Lender’s participations in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the outstanding US Letters of Credit. Except , Canadian Letters of Credit and/or European Letters of Credit, as applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each First Amendment Revolving Lender) participations in US Letters of Credit, Canadian Letters of Credit and/or European Letters of Credit, as applicable, shall be held on a pro rata basis on the basis of their respective Commitments (after giving effect to the increase in the Commitments pursuant to this First Amendment) and (ii) if any Revolving Loans are outstanding, the Existing Lenders shall assign such Revolving Loans to certain other Revolving Lenders (including the First Amendment Revolving Lenders), and such other Revolving Lenders (including the First Amendment Revolving Lenders) shall purchase such Revolving Loans, in each case to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations necessary so that all of the Revolving Lenders participate in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche each outstanding borrowing of Revolving Facility CommitmentsLoans pro rata on the basis of their respective Commitments (after giving effect to the increase in the Commitments pursuant to this First Amendment); it being understood and agreed |US-DOCS\114297851.13|| that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the sublimit for Letters of Credit Agreement shall be agreed with not apply to the Lenders under the extended tranchestransactions effected pursuant to this Section 2(g).

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Protective Advance participation pursuant to Section 2.1(c), any outstanding Letter of Credit, then Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which (A) the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof U.S. Protective Advance participation pursuant to Section 2.05(52.1(c)) under (and ratably participated in by Lenders pursuant to) , the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any U.S. Letter of Credit may be reallocated); providedparticipation pursuant to Section 3.1 and the U.S. Swing Line Loan participation pursuant to Section 3.2, in no each case, of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders who are U.S. Revolving Credit Lenders pro rata in accordance with their respective U.S. Revolving Credit Commitments and (B) the Foreign Protective Advance participation pursuant to Section 2.1(c), the Foreign Letter of Credit participation pursuant to Section 3.1 and the Foreign Swing Line Loan participation pursuant to Section 3.2, in each case, of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders who are Foreign Revolving Credit Lenders pro rata in accordance with their respective Foreign Revolving Credit Commitments; provided that, in each cases of clauses (A) and (B) above, (a) (A) the U.S. Revolving Credit Exposure of each Non-Defaulting Lender may not in any event shall exceed its U.S. Revolving Credit Commitment as in effect at the time of such reallocation and (B) the Foreign Revolving Credit Exposure of each Non-Defaulting Lender may not in any event exceed its Foreign Revolving Credit Commitment as in effect at the time of such reallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrowers, the Administrative Agent, the L/C Issuers, the applicable Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and ; and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 cannot be so reallocated, whether by reason of the immediately preceding proviso in clause (i) above or otherwise, the applicable Borrowers will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the relevant Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of such Borrower shall cash collateralize any to the relevant L/C Issuer in respect of such Letter of Credit participation pursuant to Section 3.1, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 3.1, or (2) in the case of such Maturity Date. Commencing with Swing Line Loan participation pursuant to Section 3.2, prepay and/or Cash Collateralize in full the Maturity Date unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the relevant L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesnon-payment by such Defaulting Lender.

Reallocation. If After giving effect to this Twelfth Amendment and any Borrowings made on the Maturity Date Twelfth Amendment Effective Date, (a) each Bank (including the New Bank) who holds Revolving Loans in an aggregate amount less than its Applicable Revolving Commitment Percentage of all Revolving Loans shall advance new Revolving Loans which shall be disbursed to the Administrative Agent and used to repay Revolving Loans outstanding to each Bank who holds Revolving Loans in an aggregate amount greater than its Applicable Revolving Commitment Percentage of all Revolving Loans, including with respect to portions of any tranche outstanding SOFR Loans which SOFR Loans shall otherwise remain outstanding through the last day of Revolving Facility Commitments occurs the Interest Period applicable thereto unless repaid prior thereto by the Borrower after giving effect to the expiration adjustments described in this Section 5.3; provided, that in no event shall any such advance, disbursement or other adjustment be considered an extinguishment, novation or retirement of the Obligations under the Existing Credit Agreement (as amended hereby) or any other Loan Paper, (b) each Bank’s (including the New Bank’s) participation in each Letter of Credit, then if any, shall be automatically adjusted to equal its Applicable Revolving Commitment Percentage, (ic) if one or more such other tranches of adjustments shall be made as the Administrative Agent shall specify so that the Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed Exposure applicable to have been issued each Bank (including for purposes the New Bank) equals its Applicable Revolving Commitment Percentage of the obligations Aggregate Revolving Credit Exposures of all Banks (including the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)New Bank) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (iid) to the extent not reallocated pursuant to the immediately preceding clause (i)upon request by each applicable Bank, the Borrower shall cash collateralize be required to make any break funding payments owing to such Letter of Credit in accordance with Bank that are required under Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) 5.02 of the second preceding sentence, the occurrence of Credit Agreement as a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations result of the Revolving Lenders Loans and adjustments described in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 5.3.

Reallocation. If and Reference to the Maturity Effect on the Loan Documents (a) As of the Effective Date and after consummation of the Incremental Provisions, (i) each reference in respect the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of any tranche like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Amended Credit Agreement, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument, (ii) each Person executing this Amendment in its capacity as an Incremental Revolving Facility Commitments occurs Credit Lender shall become (or, if already a Revolving Credit Lender prior to the expiration Effective Date, continue as) a “Lender” and a “Revolving Credit Lender” under the Amended Credit Agreement for all purposes of any Letter the Amended Credit Agreement and the other Loan Documents and shall be bound by the provisions of Creditthe Amended Credit Agreement as a Lender holding Revolving Credit Commitments, then Revolving Credit Loans and Loans, (iiii) if one or more each Person executing this Amendment in its capacity as an Extending Revolving Credit Lender shall continue as a “Lender” and a “Revolving Credit Lender” under the Amended Credit Agreement for all purposes of the Amended Credit Agreement and the other tranches Loan Documents and shall be bound by the provisions of the Amended Credit Agreement as a Lender holding Revolving Facility Commitments in respect Credit Commitments, Revolving Credit Loans and Loans, (iv) each of which the Maturity Date Extending Revolving Credit Lenders shall not have occurred are then in effectassign to each of the Incremental Revolving Credit Lenders, and each Incremental Revolving Credit Lender shall purchase from each of the Extending Revolving Credit Lenders, at the principal amount thereof, such Letters of interests in the Extended Revolving Credit Loans outstanding on the Effective Date as shall automatically be necessary in order that, after giving effect to all such assignments and purchases, such Extended Revolving Credit Loans will be held by Extending Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Extended Revolving Credit Commitments after giving effect to the Revolving Commitment Increase, (v) the Extended Revolving Credit Commitments and the Extended Revolving Credit Loans shall be deemed to have been issued be the Revolving Credit Commitments and the Revolving Credit Loans, respectively, for all purposes under the Amended Credit Agreement (including for purposes other than Section 2.10(c)) and the other Loan Documents and (vi) each of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, Sublimit and the Swing Line Sublimit shall continue under the Amended Credit Agreement in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, same amount. (b) The Borrower hereby reaffirms all its liens and (ii) to the extent not reallocated other obligations granted or incurred pursuant to the immediately preceding clause Loan Documents, all of which liens and obligations shall remain in full force and effect (ias amended and otherwise expressly modified by this Amendment). (c) Except as expressly amended hereby or specifically waived above, all of the Borrower terms and provisions of the Credit Agreement and all other Loan Documents are and shall cash collateralize remain in full force and effect and are hereby ratified and confirmed. (d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any such Letter right, power or remedy of Credit in accordance with Section 2.05(11). Ifthe Lenders or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any reason, such cash collateral purpose except as expressly set forth herein. (e) This Amendment is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesLoan Document.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not have assumed, a portion of such Lxxxxx’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to exceed each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the unutilized aggregate Revolving Facility Commitments thereunder at of all Lenders represented by such time Lxxxxx’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (it being understood that no partial face amount of any Letter of Credit may reflecting such increase in Revolving Commitments), which prepayment shall be reallocated); provided, in no event shall such reallocation cause a Lender’s share of accompanied by accrued interest on the Revolving Facility Commitment to exceed such Lender’s Commitment, Loans being prepaid and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit costs incurred by any Lender in accordance with Section 2.05(11). If3.05, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant necessary to clause (i) of maintain the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with pro rata exposures among the Lenders under the extended tranches.with Revolving

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior (a) Each Lender party hereto (including each New Lender) hereby agrees that, subject to the expiration of any Letter of Creditterms and conditions set forth herein and in the Amended Credit Agreement, then upon giving effect to this Agreement, (i) if one or more other tranches its Revolving A Commitment is set forth opposite its name on Schedule 2.01 attached to this Agreement under the caption “Revolving A Commitment”, (ii) its Revolving B Commitment is set forth opposite its name on Schedule 2.01 attached to this Agreement under the caption “Revolving B Commitment”, (iii) its Initial Term Loan Commitment is set forth opposite its name on Schedule 2.01 attached to this Agreement under the caption “Initial Term Loan Commitment” and (iv) its Initial Term A-2 Loan Commitment is set forth opposite its name on Schedule 2.01 attached to this Agreement under the caption “Initial Term A-2 Loan Commitment”. (b) On the Second Amendment Effective Date, upon giving effect to this Agreement, each Lender shall, subject to the terms and conditions of Revolving Facility Commitments this Agreement and the Amended Credit Agreement, effect such assignments, prepayments, borrowings and reallocations as are necessary to effectuate the modifications contemplated in respect of which this Agreement and the Maturity Date shall not have occurred are then Amended Credit Agreement, in effecteach case, such Letters of Credit shall automatically be deemed to have been issued that, after giving effect thereto, (including for purposes i) each Lender will hold its respective Applicable Percentage of the obligations Outstanding Amount of all Revolving A Loans, all Revolving B Loans, the Revolving Lenders to purchase participations therein Initial Term Loan, and to make Revolving Loans and payments the Initial Term A-2 Loan, in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time each case, as set forth on Schedule 2.01 attached hereto (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share some or all of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) Loans outstanding under the Existing Credit Agreement immediately prior to the extent not reallocated pursuant to effectiveness of this Agreement may remain outstanding under the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Amended Credit Agreement in accordance with this Section 2.05(114(b), and upon such effectiveness shall be deemed Loans funded on the Second Amendment Effective Date and outstanding under the Amended Credit Agreement). IfIn connection with the foregoing, for any reasonLender may exchange, such cash collateral is not provided continue, or reallocation does not occurrollover all or a portion of its Loans outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (Administrative Agent and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesLender.