Common use of The Commitments Clause in Contracts

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 herein, each Lender severally agrees to make, at any time and 5.02, as applicable, from and including time to time on or after the Funding Initial Borrowing Date and prior to the Revolving Loan Termination Maturity Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Eurodollar Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans. Amounts , (ii) shall be denominated in Dollars, (iii) may be repaid or prepaid and reborrowed in respect accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the Term Loans may proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be reborrowed. Upon obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the funding Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the Term Loans on outstanding Swingline Loans, and (ii) the Funding DateSwingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Term Loan Commitments Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall terminatehave received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall initially be Floating Rate applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Borrowing Base or Total Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans made shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall bebe required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On Notwithstanding anything to the Maturity Datecontrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(p) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event the Borrower is unable to comply with (i) the Borrowing Base limitations set forth in Sections 2.01(a) or (ii) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Commitment at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrower shall repay in full have no right to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the outstanding principal balance of the Loans. Each Advance under this Lenders pursuant to Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance2.04.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date.herein: (ba) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Dollar Lender severally agrees to make a single term loan (Dollar Loans to each individually, a “Term Loan” and, collectively, Borrower from time to time during the “Term Loans”) to the Borrower on the Funding Date the Availability Period in an aggregate principal amount of such Term Lender’s Term Loan Commitment, which Term Loans that will not result in (i) shall be denominated in Dollars and such Lender’s Revolving Dollar Credit Exposure with respect to such Borrower exceeding such Lender’s Dollar Subcommitment with respect to such Borrower, (ii) shall, at the option aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments or (iii) the total Covered Debt Amount of such Borrower and subject exceeding the Borrowing Base then in effect for such Borrower; and (b) each Multicurrency Lender severally agrees to clause make Multicurrency Loans to each Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (ci) belowsuch Lender’s Revolving Multicurrency Credit Exposure with respect to such Borrower exceeding such Lender’s Multicurrency Subcommitment with respect to such Borrower, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Term Loans may not be reborrowed. Upon Lenders exceeding the funding Multicurrency Commitments, (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect for such Borrower, (iv) the aggregate amount of the Term Loans on Revolving Multicurrency Credit Exposure of all of the Funding Date, Lenders denominated in a Foreign Currency exceeding 50% of the Term Loan total Commitments shall terminate. hereunder or (cv) The Loans made on the Funding Date or on or before aggregate amount of the third (3rd) Business Day thereafter shall initially be Floating Rate Loans Revolving Multicurrency Credit Exposure of all of the Lenders denominated in AUD and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in NZD exceeding 20% of the manner provided in Section 2.09 total Commitments hereunder. Within the foregoing limits and subject to the other terms and conditions and limitations therein set forth herein, each Borrower may borrow, prepay and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the reborrow Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such AdvanceBorrower.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Bank severally agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, upon the request of a Borrower, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “"Revolving Loan” " and, collectively, the “"Revolving Loans”); provided") to such Borrower, howeverwhich Loans (i) shall, at no time the option of such Borrower, be Base Rate Loans, IBOR Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Loans comprising the same Borrowing shall at all times be of the Revolving Credit Obligations same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans for any Bank at any time prior outstanding, when added to such Bank's Percentage of all then outstanding Swingline Loans, that aggregate principal amount which equals the Revolving Loan Termination DateCommitment of such Bank at such time and (iv) shall not exceed in the aggregate for any Borrower at any time that amount which, when added to all Swingline Loans made by such Borrower which remain outstanding, equals such Borrower's Borrowing Base at such time. (b) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth herein, the Swingline Bank may, in Sections 5.01 its sole discretion, agree to make, at any time and 5.02from time to time on and after the Effective Date and prior to the Swingline Expiry Date, each Term Lender severally agrees to make a single term revolving loan or revolving loans (each individually, a “Term "Swingline Loan” " and, collectively, the “Term "Swingline Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitmenta Borrower, which Term Swingline Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowrespective Borrower, be incurred made and maintained as, and/or converted into, Floating as Base Rate Loans or Eurodollar Rate IBOR Loans, provided that notwithstanding anything to the contrary in Section 1.09 or elsewhere in this Agreement, only Interest Periods of one day shall be available in the case of Swingline Loans maintained as IBOR Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding at such time, an amount equal to the Total Commitment at such time (after giving effect to any reductions to the Total Commitment on such date), (iv) shall not exceed for any Borrower in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding to such Borrower at such time, such Borrower's Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Amounts repaid Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Bank shall not make any Swingline Loan to any Borrower after it has received written notice from such Borrower or prepaid in the Required Banks stating that a Default or an Event of Default exists and is continuing with respect to such Borrower until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the Term Loans may not be reborrowed. Upon waiver of such Default or Event of Default by the funding Required Banks or (iii) that the Agents in good faith believe that such Default or Event of the Term Loans on the Funding Date, the Term Loan Commitments shall terminateDefault no longer exists. (c) The On any Business Day and in any case within five Business Days of the making of any such Swingline Loan (provided that any failure to give such notice within such five Business Day period shall not effect the obligation of the respective Borrower or any other Bank to accept such notice and fund the Revolving Loan or Revolving Loans referred to below), the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter from all Banks with a Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 9) PRO RATA based on each such Bank's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9) and the proceeds thereof shall initially be Floating Rate remitted to the Swingline Bank and applied by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (ii) any failure to satisfy any conditions specified in Section 2.09 5, (iii) any Default or Event of Default existing on such date, (iv) the date of such Mandatory Borrowing and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Total Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received by the Swingline Bank from the respective Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. Revolving necessary to cause such Banks to share in such Swingline Loans made ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall bebe required to pay the Swingline Bank interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein: (a) each Dollar Lender severally agrees to make revolving loans Revolving Loans in Dollars to the Borrower from time to time, in Dollars, time during the Availability Period in an aggregate principal amount that will not to exceed result in (i) such Revolving Lender’s Pro Rata Share Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of Revolving Credit Availability at such time all of the Lenders exceeding the Dollar Commitments, or (each individually, a “Revolving Loan” and, collectively, iii) the “Revolving Loans”); provided, however, at no time shall total Covered Debt Amount exceeding the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date.Borrowing Base then in effect; (b) Upon each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the satisfaction Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the conditions precedent set forth Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in Sections 5.01 and 5.02, effect; (c) each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) Loan in Dollars to the Borrower on the Funding First Amendment Effective Date the in an aggregate principal amount of (i) up to but not exceeding such Term Lender’s Initial Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars Commitment and (ii) shallthat will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the option other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to clause (c) belowthe terms and conditions set forth herein, be incurred the Borrower may borrow, prepay and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate reborrow Revolving Loans. Amounts repaid or prepaid in with respect of to the Term Loans may not be reborrowed. Upon the The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding of the its Term Loans on the Funding Date, the Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with a Term Lender B-1 Loan Commitment severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “B-1 Loan or Term Loans”) B-1 Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term B-1 Loans (i) shall be denominated in Dollars and incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Amounts Once repaid or prepaid in respect of the prepaid, Term B-1 Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans made to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Closing Date, the Loans made on the Funding Date may (ii) shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date denominated in U.S. Dollars, (iii) shall beexcept as hereinafter provided, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. (d) On , provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the Maturity Date, the Borrower same Borrowing shall repay in full the outstanding principal balance at all times be of the Loans. Each Advance under this Section 2.01 same Type, and (iv) shall consist of Loans be made by each applicable such Lender ratably in proportion to such Lender’s respective Pro Rata Share that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such AdvanceLender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Upon The Revolving Credit Commitments. (i) On the satisfaction terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Restatement Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Revolving Credit Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall (A) any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Revolving Credit Lender’s Ratable Portion of the Maximum Revolving Credit and (B) the amount of the Revolving Credit Outstandings plus the Term Outstandings exceed the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1(a)(i). All Existing Revolving Loans shall be deemed to have been made pursuant hereto, and from and after the Restatement Effective Date, all Existing Revolving Loans shall continue as Revolving Loans hereunder. (ii) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments. Protective Advances may be made even if the conditions precedent set forth in Sections 5.01 Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally Collateral and not jointly agrees, on the terms and conditions set forth in this Agreement, shall constitute Obligations hereunder. The Administrative Agent’s authorization to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower Protective Advances may borrow, repay and reborrow Revolving Loans be revoked at any time prior by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to the Revolving Loan Termination Date. (b) Upon the satisfaction of make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Sections 5.01 and 5.02Section 4.2 have been satisfied or waived, each Term Lender severally agrees the Administrative Agent may request the Lenders to make a single term loan (each individually, Revolving Loan to repay a “Term Loan” and, collectivelyProtective Advance. At any other time, the “Term Loans”Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(a)(iii). (iii) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Borrower Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Revolving Credit Lender is required to fund its participation in any Protective Advance purchased hereunder, the Funding Date the principal amount of Administrative Agent shall promptly distribute to such Term Revolving Credit Lender, such Revolving Credit Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars Applicable Percentage of all payments of principal and (ii) shall, at interest and all proceeds of Collateral received by the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid Administrative Agent in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Protective Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein (including Section 2.08(f)): (a) each Dollar Lender severally agrees to make revolving loans Syndicated Loans in Dollars to the Borrower from time to time, in Dollars, time during the Availability Period in an aggregate principal amount that will not to exceed result in (i) such Revolving Lender’s Pro Rata Share Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of Revolving Credit Availability at such time all of the Dollar Lenders exceeding the aggregate Dollar Commitments or (each individually, a “Revolving Loan” and, collectively, iii) the “Revolving Loans”); provided, however, at no time shall total Covered Debt Amount exceeding the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date.Borrowing Base then in effect; (b) Upon each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and in Agreed Foreign Currencies to the satisfaction Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the conditions precedent set forth Multicurrency Lenders exceeding the aggregate Multicurrency Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in Sections 5.01 and 5.02, effect; and (c) each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) Loans in Dollars to the Borrower on the Funding Effective Date (and, in connection with an increase of the Term Commitment in accordance with Section 2.08(e), from time to time thereafter) in an aggregate principal amount that will not result in (i) the aggregate principal amount of Term Loans held by such Term Lender exceeding such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option aggregate principal amount of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the all Term Loans may not be reborrowedheld by all Term Lenders exceeding the aggregate Term Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect. Upon Within the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 foregoing limits and subject to the other terms and conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Dateherein, the Borrower shall repay in full the outstanding principal balance may borrow, prepay and reborrow Syndicated Loans. The Borrower may not reborrow any portion of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such AdvanceTerm Loan that is prepaid.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s an Initial Term Loan Commitmentto Borrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. Amounts repaid or prepaid in respect ; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. Upon . (b) Subject to and upon the funding terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans on of the Funding Datesame Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitments shall terminateCommitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall beEach Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the option obligation of the Borrower, selected Borrower to repay such Loan in accordance with Section 2.09, either Floating Rate Loans the terms of this Agreement or Eurodollar Rate Loans. (dii) On excuse or relieve any Lender from its Commitment to make any such Loan to the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans extent not so made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advancebranch or Affiliate.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Bank severally agrees to make revolving loans to the Borrower make, at any time and from time to time, in Dollars, in an amount not time on or after the Effective Date and prior to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallythe Final Maturity Date, a “loan or loans (each, a "Revolving Loan” " and, collectively, the “"Revolving Loans”); provided") to one or more Borrowers, however, at no time shall the which Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date.Loans: (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowrequesting Borrower, be incurred and maintained as, and/or converted into, Floating either Base Rate Loans or Eurodollar Rate Eurocurrency Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. all Revolving Loans made after as part of the Funding Date shall besame Borrowing shall, unless otherwise specifically provided herein, be of the same Type; (ii) may be in Dollars or Eurocurrencies, at the option of the requesting Borrower; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) of any Bank at any time outstanding shall not have an aggregate Original Dollar Amount which, selected when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time exceeds the Revolving Loan Commitment of such Bank (after giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(d)(i)) at such time); and (v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (III) the aggregate principal amount of all Bid Loans (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding, exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time. (b) Subject to and upon the terms and conditions set forth herein, ABN AMRO in its individual capacity agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a loan or loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Company, which Swingline Loans (i) shall be made and maintained in Dollars as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as quoted by ABN AMRO and acceptable to the Company (each an "Offered Rate Loan"), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Bid Loans outstanding at such time (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loan then being incurred) and (III) the aggregate amount of all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Swingline Loan then being incurred), equals the Total Revolving Loan Commitment (after giving effect to any simultaneous reinstatement in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time and (iv) shall not exceed when added to the "Swingline Loans" outstanding under the Other Credit Agreement, the Maximum Swingline Amount. ABN AMRO will not make a Swingline Loan after it has received written notice from the Required Banks stating that a Default exists and specifically requesting that ABN AMRO not make any Swingline Loans, provided that ABN AMRO may continue making Swingline Loans at such time thereafter as the Default in question has been cured or waived in accordance with the requirements of this Agreement or the Required Banks have withdrawn the written notice described above in this sentence. In addition, ABN AMRO shall not be obligated to make any Swingline Loan at a time when a Bank Default exists unless ABN AMRO shall have entered into arrangements satisfactory to it and the Company to eliminate ABN AMRO's risk with respect to the Bank which is the subject of such Bank Default, including by cash collateralizing such Bank's Percentage of the outstanding Swingline Loans. (c) On any Business Day, ABN AMRO may, in its sole discretion, give written notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks (without giving effect to any reductions of the Commitments pursuant to the last paragraph of Section 9) pro rata based on each such Bank's Percentage, and the proceeds thereof shall be applied directly to ABN AMRO to repay ABN AMRO for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by ABN AMRO notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) any condition specified in Section 5 may not then be satisfied, (iii) the existence of any Default, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Company), then each Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after such date and prior to such purchase from ABN AMRO (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of ABN AMRO until the date the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay ABN AMRO interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans for each day thereafter and (z) each Bank that so purchases a participation in a Swingline Loan shall thereafter be entitled to receive its pro rata share of each payment of principal received on such Swingline Loan; provided further that no Bank shall be obligated to acquire a participation in a Swingline Loan if a Default shall have occurred and be continuing at the time such Swingline Loan was made and ABN AMRO had received written notice from the Required Banks in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans1.01(b) above prior to advancing such Swingline Loan. (di) On The Company may from time to time request any Bank to agree, or to arrange for a Local Affiliate of such Bank to agree, to provide a Local Currency Commitment to any Subsidiary Borrower or to the Company (i) with respect to any currency which the Company has previously requested be designated an Eurocurrency and which request the Banks denied or (ii) if it is beneficial to the Company or such Subsidiary Borrower to avoid withholding tax to borrow Loans directly from a Bank (or a Local Affiliate of a Bank) in a foreign country, provided, that the sum of the aggregate amount of Local Currency Commitments in effect at any one time plus the aggregate amount of "Local Currency Commitments" in effect under the Other Credit Agreement at any one time may not exceed $250,000,000. If a Bank is willing, in its sole discretion, to provide such a Local Currency Commitment, or is willing, in its sole discretion, to arrange to have a Local Affiliate of such Bank provide such a Local Currency Commitment, then such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Addendum, or, if such Bank has arranged to have such Local Affiliate provide such a Local Currency Commitment, such Local Affiliate, such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Designation and Assignment Agreement. Such Local Currency Commitment shall be designated in Dollars. A Bank's Revolving Loan Commitment shall be automatically reduced to the extent that such Bank or any Local Affiliate of such Bank has from time to time in effect any Local Currency Commitment and such Bank's Revolving Loan Commitment shall be automatically reinstated to the extent that any such Local Currency Commitment expires or is terminated either in whole or in part, unless at the time of such expiration or termination the Revolving Loan Commitments of all Banks have terminated (in which case such Bank's Revolving Loan Commitment shall not be reinstated to any extent), by (i) 100% of such Local Currency Commitment, if there has been no reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect or (ii) such lesser percentage of such Local Currency Commitment that equals the quotient (expressed as a percentage) obtained by dividing the Total Revolving Loan Commitment as in effect on such day by the Total Revolving Loan Commitment as in effect on the day such Local Currency Commitment went into effect, if there has been a reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect. The Bank providing (whether directly or through its Local Affiliate) such Local Currency Commitment and the relevant Subsidiary Borrower or the Company, as applicable, shall provide the Administrative Agent five Business Days prior notice of any change in the amount of any Bank's Local Currency Commitment. Promptly upon receipt of such Notice, the Administrative Agent shall calculate the amount of such Bank's Revolving Loan Commitment after giving effect to such change. Upon its receipt of such notice, the Administrative Agent will notify the Company and the Banks of such change. The Company may on five Business Days' written notice to the Administrative Agent terminate in whole or in part any Local Currency Commitment from time to time provided that after giving effect to such termination, the Original Dollar Amount of all Local Currency Loans outstanding under such Local Currency Commitment shall not exceed such Local Currency Commitment as so reduced. (ii) Subject to and upon the terms and conditions set forth herein and in or pursuant to the applicable Local Currency Documentation, each Bank with a Local Currency Commitment and each Local Affiliate with a Local Currency Commitment severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Final Maturity Date (or such shorter period as may be specified in or pursuant to the applicable Local Currency Documentation), a loan or loans (each, a "Local Currency Loan" and, collectively, the "Local Currency Loans") to one or more Subsidiary Borrowers or the Company, as applicable, specified in the applicable Local Currency Documentation, which Local Currency Loans (A) shall not have an Original Dollar Amount exceeding the Local Currency Commitment specified in the applicable Local Currency Documentation, (B) may be repaid and reborrowed in accordance with the provisions hereof and of the applicable Local Currency Documentation, and (C) shall not have an Original Dollar Amount exceeding for all Banks and all such Local Affiliates at any time outstanding the Total Local Currency Commitment at such time. (iii) Each Local Currency Loan shall mature on such date, on or prior to the Final Maturity Date, as the applicable Borrower and Bank or such Bank's Local Affiliate shall repay agree prior to the making of such Local Currency Loan in full or pursuant to the outstanding principal balance applicable Local Currency Documentation. Upon reaching agreement as to interest rate and maturity, unless any applicable condition specified in Section 5.02 hereof has not been satisfied, on the date agreed the applicable Bank or its Local Affiliate shall make the proceeds of such Local Currency Loan available to the relevant Borrower as provided in the applicable Local Currency Documentation. No Local Currency Documentation may waive, alter or modify any rights of the Loans. Each Advance Administrative Agent or the other Banks under this Agreement, including, without limitation, the rights of the Banks under Section 2.01 9 hereof. (iv) Each Local Currency Designation and Assignment Agreement shall consist provide that the Bank executing such Local Currency Designation and Assignment Agreement is empowered to act as the applicable Local Affiliate's agent, with full power and authority to act on behalf of Loans made such Local Affiliate with respect to the transactions contemplated by this Agreement. Accordingly, each applicable Lender ratably in proportion other Bank, the Administrative Agent, each Borrower and each Subsidiary Guarantor shall be conclusively entitled to rely on any actions taken by such Bank and any notice given by the Administrative Agent or any Borrower or Subsidiary Guarantor to such Lender’s respective Pro Rata Share Bank shall be deemed to also have been delivered to such Local Affiliate. With regard to any matters relating to calculating a Bank's "Percentage" or the "Required Banks" or the unanimous vote of the Banks, any Local Currency Commitment and any outstanding Local Currency Loans provided by a Local Affiliate of a Bank shall be deemed to be Local Currency Commitments and Local Currency Loans, as applicable, of such AdvanceBank. Accordingly, a Local Affiliate shall not have the right to vote as a Bank hereunder but shall otherwise be entitled to the same rights and benefits hereunder as the Banks are entitled.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein: (a) each Revolving Dollar Lender severally agrees to make revolving loans Revolving Loans in Dollars to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Revolving Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Revolving Dollar Lenders exceeding the Revolving Dollar Commitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in Dollarseffect; provided that prior to the 2027 Revolving Dollar Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Dollar Lenders and the 2028 Revolving Dollar Lenders; (b) each Revolving Multicurrency Lender severally agrees to make Revolving Multicurrency Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not to exceed result in (i) such Xxxxxx’s Revolving Multicurrency Credit Exposure exceeding such Revolving Lender’s Pro Rata Share Revolving Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Revolving Credit Availability Multicurrency Lenders exceeding the Revolving Multicurrency Commitments at such time time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Multicurrency Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Multicurrency Lenders and the 2028 Revolving Multicurrency Lenders; (c) [reserved]; and (d) the Borrower may reallocate all or a portion of any Lender’s 2027 Revolving Dollar Commitments to 2027 Revolving Multicurrency Commitments, all or a portion of any Lender’s 2027 Revolving Multicurrency Commitments to 2027 Revolving Dollar Commitments, all or a portion of any Lender’s 2028 Revolving Dollar Commitments to 2028 Revolving Multicurrency Commitments or all or a portion of any Lender’s 2028 Revolving Multicurrency Commitments to 2028 Revolving Dollar Commitments, in each individuallycase by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, a “in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to (x) the 2027 Revolving Loan” andCommitment Termination Date or 2028 Revolving Commitment Termination Date, collectivelyas applicable, or (y) any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the “specified amount of such Lender’s applicable Revolving Dollar Commitments or Revolving Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Revolving Multicurrency Commitments or Revolving Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Revolving Dollar Loans and/or Revolving Multicurrency Loans”); provided, howeveras applicable, at no time par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Revolving Dollar Loans and Revolving Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Credit Obligations exceed Lenders of each Class the Aggregate Revolving Loan Commitmentamounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Subject Within the foregoing limits and subject to the terms of this Agreementand conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in with respect of to the Term Loans may not be reborrowed. Upon the The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding of the its Term Loans on the Funding Date, the Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein: (a) each Dollar Lender severally agrees to make revolving loans Revolving Loans in Dollars to the Borrower from time to time, in Dollars, time during the Availability Period in an aggregate principal amount that will not to exceed result in (i) such Revolving Lender’s Pro Rata Share Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of Revolving Credit Availability at such time all of the Lenders exceeding the Dollar Commitments, or (each individually, a “Revolving Loan” and, collectively, iii) the “Revolving Loans”); provided, however, at no time shall total Covered Debt Amount exceeding the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date.Borrowing Base then in effect; (b) Upon each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the satisfaction Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the conditions precedent set forth Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in Sections 5.01 and 5.02, each effect; (c) [reserved]; andeach Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) Loan in Dollars to the Borrower on the Funding First Amendment Effective Date the in an aggregate principal amount of (i) up to but not exceeding such Term Lender’s Initial Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars Commitment and (ii) shallthat will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the option other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to clause (c) belowthe terms and conditions set forth herein, be incurred the Borrower may borrow, prepay and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate reborrow Revolving Loans. Amounts repaid or prepaid in with respect of to the Term Loans may not be reborrowed. Upon the The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding of the its Term Loans on the Funding Date, the Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans, which revolving loans shall be made and maintained in Dollars (each a “Dollar Revolving Loan” and, collectively, the “Dollar Revolving Loans”) to the U.S. Borrower, and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency Revolving Loan Borrower(s) under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower from time (each, an “Alternate Currency Revolving Loan “ and, collectively, the “Alternate Currency Revolving Loans “) (with the revolving loans made to time, in Dollars, in an amount not the various Borrowers pursuant to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, this Section 2.01 being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans Revolving Loans: (i) shall be denominated shall, in Dollars and (ii) shallthe case of Dollar Revolving Loans, at the option of the Borrower and subject to clause (c) belowU.S. Borrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect , provided that except as otherwise specifically provided herein, all Dollar Revolving Loans comprising the same Borrowing shall be of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate.same Type, (cii) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans shall, in the manner provided in Section 2.09 case of Alternate Currency Revolving Loans, be made and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth maintained in the definition of Interest Period; providedrespective Alternate Currency elected by the respective Alternate Currency Revolving Loan Borrower, however, provided that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. all Canadian Revolving Loans made after the Funding Date shall beshall, at the option of the respective Canadian Revolving Loan Borrower, selected be made by each Canadian Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated by reference into this Agreement), and provided, further, that only the Canadian Revolving Loan Borrowers shall be entitled to obtain Revolving Loans in Canadian Dollars, the Canadian Revolving Loan Borrowers shall only be entitled to obtain Revolving Loans in Canadian Dollars, and the U.S. Subsidiary Borrower shall only be entitled to obtain Euro Revolving Loans, (iii) may be repaid and reborrowed in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans.the provisions hereof, (div) On shall not, in the Maturity Datecase of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, (A) the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time, or (B) the Aggregate Individual Alternate Currency Credit Exposure of all Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment Sub-Limit relating to such Alternate Currency Revolving Loan Sub-Tranche, (v) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, the Borrower Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment at such time, (vi) shall repay not, in full the outstanding principal balance case of Dollar Revolving Loans, be made at any time if, at the Loans. Each Advance under this time of making any such Dollar Revolving Loan and after giving effect thereto, (A) the Aggregate U.S. Revolving Exposure exceeds the Total U.S. Revolving Loan Sub-Commitment at such time or (B) subject to Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to 2.08(b), for any Lender, such Lender’s respective Pro Rata Share Dollar Percentage of the Aggregate U.S. Revolving Exposure exceeds the U.S. Revolving Loan Sub-Commitment of such AdvanceLender at such time, (vii) shall not, in the case of all Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed (A) $300,000,000, so long as the Leverage Ratio is equal to or greater than 7.00:1:00, and (B) $600,000,000, so long as such Leverage Ratio is less than 7.00:1:00, plus, in each case, any amounts under Additional Revolving Loan Commitments (as determined pursuant to Section 2.16(b)); provided, however, that, except as set forth in Section 5.02(a)(iii), the limitations contained in this clause (vii) shall apply only at the time of any Credit Event and in no event shall such limitations require any Borrower to prepay any Revolving Loan for which the conditions contained in this clause (vii) were satisfied at the time such Revolving Loan was incurred, and provided, further, that for purposes of calculating the Leverage Ratio pursuant to this clause (vii) the Leverage Ratio shall be computed for the most recently ended Test Period (calculated on a Pro Forma Basis as if the date of the Credit Event were the Determination Date, and after giving effect to the applications of proceeds of such Credit Event (but only to the extent that such procceds are applied within thirty (30) days of the date of such Credit Event)), and (viii) shall not, in the case of Alternate Currency Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Alternate Currency Revolving Credit Exposure would exceed the Maximum Alternative Currency Revolving Loan Sub-Commitment at such time. Notwithstanding the foregoing, in the event a Lender Default exists, the Canadian Lenders shall not be required to make Canadian Revolving Loans unless the Canadian Lenders have entered into arrangements satisfactory to them and the U.S. Borrower to eliminate the Canadian Lenders’ risk with respect to the participation arrangements set forth in Section 2.17 of the Defaulting Lender or Lenders, which may include cash collateralizing such Defaulting Lender’s or Lenders’ RL Percentage of the outstanding Canadian Revolving Loans. All Canadian Revolving Loans shall constitute the several, and not joint or joint and several, obligations of the Canadian Revolving Loan Borrowers.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “an Initial Term Loan” and, collectively, the “Loan or Initial Term Loans”) Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. Amounts repaid or prepaid in respect ; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans made (i) shall be incurred pursuant to a single drawing on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Incremental Term Loan Borrowing Date, the Loans made on the Funding Date may (ii) shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall bedenominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. ; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (div) On the Maturity Dateshall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Incremental Term Loan Commitment of such AdvanceIncremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

The Commitments. (a) Upon Subject to and upon the satisfaction terms and --------------- conditions set forth herein, each Bank with a Tranche A Term Loan Commitment ("Tranche A Term Loan Banks") severally agrees to make on the Effective Date a --------------------------- term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the ------------------- "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be --------------------- made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.06); provided that, except as otherwise specifically provided in Section 1.10(b), all -------- Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions precedent set forth herein, each Bank with a Tranche B Term Loan Commitment ("Tranche B Term Loan Banks") ------------------------- severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the ------------------- -------------------- Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.06); provided that, except as -------- otherwise specifically provided in Sections 5.01 Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and 5.02(ii) shall equal for each Bank, as applicablein initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally -------------------- agrees, at any time and from time to time on and including after the Funding Effective Date and prior to the Revolving Loan Termination Maturity Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “"Revolving Loan” " and, collectively, the “"Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment-------------- --------------- Borrower, which Term Revolving Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. ; provided that (cA) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued except as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner otherwise -------- specifically provided in Section 2.09 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rdB) Business Day no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the Funding earlier of (1) the 60th day after the Effective Date or (2) the Syndication Date, the Loans made on the Funding Date (ii) may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected repaid and reborrowed in accordance with Section 2.09the provisions hereof, either Floating Rate (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans or Eurodollar Rate then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time the Total Revolving Loan Commitment then in effect. (d) On Subject to and upon the Maturity terms and conditions herein set forth, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which -------------- --------------- Swingline Loans (i) shall repay be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in full accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding principal balance Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided -------- that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately ------------------- succeeding Business Day by all Revolving Loan Banks pro rata based on each --- ---- Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Advance under this Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.01 shall consist 6 are then satisfied, (iii) whether a Default or an Event of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Default has occurred and is continuing, (iv) the date of such AdvanceMandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the -------- Swingline Loans shall be for the account of BTCo until the date the respective assignments is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 herein, each Lender severally agrees to make, at any time and 5.02, as applicable, from and including time to time on or after the Funding Closing Date and prior to the Revolving Loan Termination Maturity Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and U.S. Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar LIBO Rate Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the Term Loans same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be reborrowed. Upon made (and shall not be required to be made) by any Lender in any instance where the funding incurrence thereof (after giving effect to the use of the Term Loans proceeds thereof on the Funding date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the Term “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitments Commitment as then in effect and (v) shall terminatenot exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory RL Borrowing”) shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all Lenders pro rata based on each such Lender’s RL Percentage and the proceeds thereof shall initially be Floating Rate applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Total Revolving Loan Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory RL Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. Revolving necessary to cause the Lenders to share in such Swingline Loans made ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall bebe required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory RL Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On If the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14 (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Revolving Loan Maturity Date); provided that, if on the occurrence of the Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the Borrower participations in such Swingline Loans and same shall repay be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such AdvanceRevolving Loan Maturity Date.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “an Initial Term Loan” and, collectively, the “Loan or Initial Term Loans”) Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Loans or Eurodollar LIBO Rate LoansLoans and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(d)). Amounts repaid or prepaid in respect of the Once repaid, Initial Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Loans made on Subject to and upon the Funding Date or terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or before after the third (3rd) Business Day thereafter shall initially be Floating Rate Loans Closing Date and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan”) to the Loans made on the Funding Date may be Eurodollar Rate Loans. Borrower, which Revolving Loans made after the Funding Date (i) shall bebe denominated in U.S. Dollars, (ii) shall, at the option of the Borrower, selected be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with Section 2.09the provisions hereof, either Floating Rate (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans or Eurodollar (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(c), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05) in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory RL Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory RL Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) If the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14(b) (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Revolving Loan Maturity Date); provided that, if on the occurrence of the Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the Borrower participations in such Swingline Loans and same shall repay be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such AdvanceRevolving Loan Maturity Date.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s an Initial Term Loan Commitmentto Borrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar Rate LIBO RateTerm Benchmark Term Loans. Amounts repaid or prepaid in respect ; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. Upon . (b) Subject to and upon the funding terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO RateTerm Benchmark Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans on of the Funding Datesame Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitments shall terminateCommitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall beEach Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the option obligation of the Borrower, selected Borrower to repay such Loan in accordance with Section 2.09, either Floating Rate Loans the terms of this Agreement or Eurodollar Rate Loans. (dii) On excuse or relieve any Lender from its Commitment to make any such Loan to the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans extent not so made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advancebranch or Affiliate.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”i) Initial Loans to the Borrower on the Funding Initial Closing Date, the proceeds of which shall be used solely to purchase Target Shares tendered pursuant to the Tender Offer and to pay fees and expenses in connection with the Transactions and (ii) Loans at any time and from time to time (but not more than two times) after the Initial Closing Date until and including the Availability Termination Date to provide funding for additional consideration, fees and expenses that are then payable or are reasonably expected to be payable in connection with (x) the purchase of any Target Shares tendered during any subsequent offering period pursuant to the Acquisition Documents (if applicable) and (y) the consummation of the Merger (it being understood that the remaining Commitments may be drawn in full on or before the Availability Termination Date to provide funding for the above described additional consideration, fees and expenses whether or not such amounts are then due and payable); provided, that after giving effect to each such Loan: (a) (i) with respect to 3-Year Tranche Loans, the outstanding principal amount of such Term 3-Year Tranche Loan made by each 3-Year Tranche Lender would not exceed such Lender’s Term 3-Year Tranche Commitment in effect immediately prior to making such 3-Year Tranche Loan Commitment, which Term (ii) with respect to 5-Year A Tranche Loans, the outstanding principal amount of such 5-Year A Tranche Loan made by each 5-Year A Tranche Lender would not exceed such Lender’s 5-Year A Tranche Commitment in effect immediately prior to making such 5-Year A Tranche Loan and (iii) with respect to 5-Year B Tranche Loans, the outstanding principal amount of such 5-Year B Tranche Loan made by each 5-Year B Tranche Lender would not exceed such Lender’s 5-Year B Tranche Commitment in effect immediately prior to making such 5-Year B Tranche Loan and (b) the aggregate principal amount of all such Loans (i) then outstanding would not exceed the Total Commitment in effect immediately prior to making such Loans. All Loans shall be denominated in Dollars dollars. Any amount borrowed under this Section 2.01 and (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts subsequently repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, collectivelyin each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lxxxxx’s Revolving Commitment and (ii) as to all Lenders, the “Total Revolving Loans”)Commitment at such time; providedprovided that the Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject in each case in accordance with Section 2.13; and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; provided that the Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.13. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon Each Revolving Lender severally agrees, on the funding last day of the Term Loans Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Exposure Amount (less the amount on deposit in the Future Funding DateReserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the Term Loan Commitments “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall terminate. (c) The Loans made on deposit the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate proceeds of such Loans in the manner provided in Section 2.09 and subject to Future Funding Reserve Account such that the other conditions and limitations therein set forth and set forth in this Article 2 and set forth amounts on deposit in the definition of Interest Period; provided, however, that if Future Funding Reserve Account equal the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate LoansExposure Amount. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with (x) a Term Lender B-1 Loan Commitment severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) B-1 Loans to the Borrower on the Funding Date the principal amount of such Borrower, and (y) a Term Lender’s B-2 Term Loan CommitmentCommitment severally agrees to make Term B-2 Loans to the Borrower, in each case which Initial Term Loans (i) shall be denominated in Dollars and incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Amounts Once repaid or prepaid in respect of the prepaid, Initial Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time for a given Tranche of Incremental Term Loans made severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Incremental Term Loan Borrowing Date, the Loans made on the Funding Date may (ii) shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall bedenominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. , and (div) On the Maturity Dateshall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Incremental Term Loan Commitment of such Advance.Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Existing A Term Loan Bank severally agrees to make revolving loans continue, on the Third Restatement Effective Date, the Existing A Term Loans made by such Existing A Term Loan Bank to the Borrower from time pursuant to timethe Second Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) (such Existing A Term Loans continued as provided above, the "A Term Loans"), which A Term Loans: (i) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all A Term Loans made as part of the same Borrowing shall at all times consist of A Term Loans of the same Type; and (ii) shall not exceed for any Existing A Term Loan Bank, in Dollarsinitial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing A Term Loans, if any, made by such Existing A Term Loan Bank and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Existing B Term Loan Bank severally agrees to continue, on the Third Restatement Effective Date, the Existing B Term Loans made by such Existing B Term Loan Bank to the Borrower pursuant to the Second Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) (such Existing B Term Loans continued as provided above, the "B Term Loans"), which B Term Loans: (i) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all B Term Loans made as part of the same Borrowing shall at all times consist of B Term Loans of the same Type; and (ii) shall not exceed for any Existing B Term Loan Bank, in an initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing B Term Loans, if any, made by such Existing B Term Loan Bank and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (and upon the terms and conditions set forth herein, each individuallyBank with a C Term Loan Commitment severally agrees to make, on the Third Restatement Effective Date, a “Revolving term loan (each, a "C Term Loan” " and, collectively, the “Revolving "C Term Loans”); ") to the Borrower, which C Term Loans (i) except as hereafter provided, howevershall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 1.10(b), all C Term Loans made as part of the same Borrowing shall at all times consist of C Term Loans of the same Type and (y) no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower C Term Loans may borrow, repay and reborrow Revolving be incurred as Eurodollar Loans at any time prior to the Revolving Loan Syndication Termination Date, except to the extent incurred on the Initial Eurodollar Loan Borrowing Date and then only so long as any such Eurodollar Loans have an Interest Period of one month (or such shorter period as may be acceptable to the Borrower and the Banks with outstanding C Term Loans) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the C Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)). Once repaid, C Term Loans incurred hereunder may not be reborrowed. (bd) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 and 5.02herein, each Term Lender Bank with an Acquisition Loan Commitment severally agrees to make a single term loan (each individuallymake, on the Third Restatement Effective Date, a “Term loan or loans (each, an "Acquisition Loan” " and, collectively, the “Term "Acquisition Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Acquisition Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid ; provided that except as otherwise specifically provided in respect Section 1.10(b), all Acquisition Loans comprising the same Borrowing shall at all times be of the Term same Type and (ii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Acquisition Loan Commitment of such Bank at such time (after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, Acquisition Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (ce) The Loans made on Subject to and upon the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans terms and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth herein, each Bank with an A Revolving Loan Commitment severally agrees at any time and set forth in this Article 2 from time to time after the Third Restatement Effective Date and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding A Revolving Loan Maturity Date, to make a loan or loans (each, an "A Revolving Loan" and, collectively, the Loans made on "A Revolving Loans") to the Funding Date may be Eurodollar Rate Loans. Borrower, which A Revolving Loans made after the Funding Date shall be(i) shall, at the option of the Borrower, selected in accordance with Section 2.09, either Floating be Base Rate Loans or Eurodollar Rate Loans; provided that except as otherwise specifically provided in Section 1.10(b), all A Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's A RL Percentage and (y) the aggregate amount of all A Letter of Credit Outstandings (exclusive of A Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of A Revolving Loans), equals the Available A Revolving Loan Commitment of such Bank at such time. (df) On Subject to and upon the terms and conditions set forth herein, each Bank with a B Revolving Loan Commitment severally agrees at any time and from time to time on and after the Third Restatement Effective Date and prior to the B Revolving Loan Maturity Date, to make a loan or loans (each, a "B Revolving Loan" and, collectively, the "B Revolving Loans") to the Borrower, which B Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all B Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no B Revolving Loans may be incurred as Eurodollar Loans prior to the Syndication Termination Date, except that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month (or such shorter period as may be acceptable to the Borrower and the Banks with a B Revolving Loan Commitment), (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall repay in full not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the outstanding principal balance product of (x) such Bank's B RL Percentage and (y) the aggregate amount of all B Letter of Credit Outstandings (exclusive of B Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of B Revolving Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share ), equals the B Revolving Loan Commitment of such AdvanceBank at such time.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an A Term Lender Loan Commitment severally agrees to make a single term loan or term loans (each individuallyeach, a an “A Term Loan” and, collectively, the “A Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentU.S. Borrower, which A Term Loans (i) shall be denominated in Dollars and incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower and subject to clause (c) belowU.S. Borrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate LIBOR Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 2.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in an aggregate principal amount which does not exceed the A Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A Term Loans incurred hereunder may not be reborrowed. Upon . (b) Subject to and upon the funding terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a “B Term Loan” and, collectively, the “B Term Loans”) to the U.S. Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in an aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Funding Initial Borrowing Date. Once repaid, the B Term Loan Commitments shall terminateLoans incurred hereunder may not be reborrowed. (c) The Loans made on Subject to and upon the Funding Date or terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or before after the third (3rd) Business Day thereafter shall initially be Floating Rate Loans Initial Borrowing Date and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject prior to the other 2017 Revolving Loan Maturity Date, (x) a revolving loan or revolving loans to the U.S. Borrower (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) and (y) a revolving loan or revolving loans to any Canadian Borrower (each, a “Canadian Borrower Revolving Loan” and, together with the U.S. Borrower Revolving Loans, the “Revolving Loans”). As of the 2014 Revolving Loan Commitment Extension Effective Date, in accordance with and upon the conditions and limitations therein set forth and set forth in this Article 2 and set forth in the Sixth Amendment, (A) the Revolving Loan Commitment (as defined herein immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of each Lender outstanding on such date shall be continued hereunder and reclassified as a 2016 Revolving Loan Commitment in the same amount as outstanding immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date and (B) (x) the 2016 Revolving Loan Commitment of each 2016 Revolving Lender described in clause (b) of the definition of Interest Period“2016 Revolving Lender” shall be continued hereunder on such date as 2016 Revolving Loan Commitments in an amount as set forth on Schedule A of the Sixth Amendment and (y) the 2016 Revolving Loan Commitment of each 2017 Revolving Lender outstanding on such date shall be continued hereunder and be reclassified as a 2017 Revolving Loan Commitment on such date in an amount as set forth on Schedule A of the Sixth Amendment. Such Revolving Loans: (i) shall be made and maintained in an Available Currency; (ii) except as hereafter provided, shall, at the option of the applicable Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of (x) Base Rate Loans, Canadian Prime Rate Loans, LIBOR Loans or Canadian CDOR Rate Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans made as part of the same Borrowing shall at all times consist of Revolving Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any such Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Individual Exposure of a RL Lender to exceed the amount of its Revolving Loan Commitment at such time, (x) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (y) the Aggregate Canadian Borrower Exposure to exceed $275,000,000 or (z) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000. With respect to 2016 Revolving Lenders, on the 2016 Revolving Loan Maturity Date, all outstanding 2016 Revolving Loans shall be repaid in full. With respect to 2017 Revolving Lenders, on the 2017 Revolving Loan Maturity Date, all outstanding 2017 Revolving Loans shall be repaid in full. For the avoidance of doubt, on and after the 2014 Revolving Loan Commitment Extension Effective Date and prior to the 2016 Revolving Loan Maturity Date, all borrowings of Revolving Loans under this Section 2.01(c) shall be made pro rata between the 2016 Revolving Loan Commitments and the 2017 Revolving Loan Commitments. Any Revolving Loans outstanding on the 2014 Revolving Loan Commitment Extension Effective Date shall be continued as Revolving Loans hereunder; provided that (x) the Revolving Loans of each 2016 Revolving Lender will be continued as “2016 Revolving Loans” hereunder and (y) the Revolving Loans of each 2017 Revolving Lender will be reclassified as 2017 Revolving Loans hereunder. The Revolving Loans (as defined in this Agreement as in effect immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of any Revolving Lender having both a 2016 Revolving Loan Commitment and a 2017 Revolving Loan Commitment shall be so reclassified as 2016 Revolving Loans and 2017 Revolving Loans, respectively, in proportion to the relative amounts of such Revolving Lender’s 2016 Revolving Loan Commitment and 2017 Revolving Loan Commitment, respectively. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, (x) a swingline loan or swingline loans to the U.S. Borrower (each, a “U.S. Borrower Swingline Loan” and, collectively, the “U.S. Borrower Swingline Loans”) and (y) a swingline loan or swingline loans to any Canadian Borrower (each, a “Canadian Borrower Swingline Loan” and, together with the U.S. Borrower Swingline Loans, the “Swingline Loans”), which Swingline Loans: (i) shall be incurred and maintained in an Available Currency; (ii) shall be made and maintained as Base Rate Loans or Canadian Prime Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (x) the Aggregate Canadian Borrower Exposure to exceed $275,000,000, (y) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000 or (z) the Aggregate Swingline Exposure to exceed the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the Required Lenders or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans of any Borrower shall be funded with one or more Borrowings by the applicable Borrower of Revolving Loans by such Borrower (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code or a Canadian Insolvency Law with respect to the Borrowers), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (f) Except to the extent set forth in Section 3.04(g) and 5.02(a)(ii), if the maturity date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, however, that unless an Event of Default then exists, if on the Borrower delivers a Borrowing/Election Noticeoccurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.04), signed by itthere shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, together with appropriate documentation then there shall be an automatic adjustment on such date of the participations in form such Swingline Loans and substance reasonably satisfactory same shall be deemed to have been incurred solely pursuant to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay repaid in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to on such Lender’s respective Pro Rata Share of such Advanceearliest maturity date.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Revolving Lender severally agrees to make revolving loans to the Borrower make, at any time and from time to timetime on or after the Closing Date and prior to the applicable Maturity Date, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof (without premium or penalty) and (iv) shall not exceed for any such Revolving Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Revolving Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans or Swingline Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the applicable Maturity Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Amounts repaid Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or prepaid in respect the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the Term Loans may not be reborrowed. Upon the funding cure of such Default or Event of Default or (C) of the Term Loans on waiver of such Default or Event of Default by the Funding Date, the Term Loan Commitments shall terminateRequired Lenders. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Specified Default or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the Funding Date or immediately succeeding Business Day by all Revolving Lenders pro rata based on or each such Revolving Lender’s Revolving Percentage (determined before giving effect to any termination of the third Revolving Loan Commitments pursuant to Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (3rd1) Business Day thereafter shall initially be Floating Rate Loans Day’s notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 7 are then satisfied (or waived), (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and subject (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under Bankruptcy Law with respect to the other conditions Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and limitations therein set forth and set forth in this Article 2 and set forth prior to such purchase) from the Swingline Lender such participations in the definition outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages (determined before giving effect to any termination of Interest Periodthe Revolving Loan Commitments pursuant to Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) If the Maturity Date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Loans and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described any reallocation of Letter of Credit participations as contemplated in Section 4.04 on 3.07), no Specified Default then exists or before would result therefrom and there shall exist sufficient Unutilized Revolving Loan Commitments with a later Maturity Date or Maturity Dates so that the third (3rd) Business Day prior to respective outstanding Swingline Loans could be incurred pursuant the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made Loan Commitments which will remain in effect after the Funding Date shall be, at the option occurrence of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the such Maturity Date, then, subject to the Borrower consent of the Swingline Lender, there shall repay be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Revolving Loan Commitments with a later Maturity Date or Maturity Dates, and such Swingline Loans shall not be so required to be repaid in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to on such Lender’s respective Pro Rata Share of such Advanceearliest Maturity Date.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individuallyand not jointly) agrees, a “Term Loan” and, collectively, during the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans Availability Period (i) shall be denominated in Dollars to make, Convert and Continue Dollar Loans to the Company as the Company may request, and (ii) shall, at the option of the Borrower to make and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Continue Foreign Currency Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in Company or any Foreign Borrower as the definition of Interest PeriodCompany or such Foreign Borrower may request; provided, however, that if in each case: (A) for any Lender, the Borrower delivers a Borrowing/Election Noticesum of (1) the aggregate LC Exposure of such Lender, signed (2) the aggregate principal amount of all Dollar Loans made by itsuch Lender, together with appropriate documentation in form and substance reasonably satisfactory (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, shall not exceed such Lender’s Commitment at any time, (B) the sum of (1) the aggregate LC Exposure of all Lenders, (2) the aggregate principal amount of all Dollar Loans made by all Lenders, (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (4) the aggregate principal amount of all Competitive Loans made by all Lenders, shall not exceed the combined Commitments at any time, and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on foregoing and other terms and conditions hereof, Committed Loans may be Borrowed, prepaid and reborrowed as set forth herein without premium or before the third (3rd) Business Day prior penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate Loan or a Base Rate Loan to a Dollar LIBOR Loan upon request, subject to the Funding Dateterms and conditions of this Agreement. The Borrower may not Convert a Dollar Loan to a Foreign Currency Loan, the Loans a Foreign Currency Loan to a Dollar Loan or a Loan in one Foreign Currency to a Loan in any other Foreign Currency. Each Competitive Loan shall be made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.092.03. The available Commitments also may be utilized by the Company to obtain Letters of Credit in accordance with Section 2.11. (b) Committed Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business. Upon the request of any Lender made through the Administrative Agent, either Floating Rate such Lender’s Committed Loans may be evidenced by one or Eurodollar Rate more Committed Loan Notes, instead of or in addition to loan accounts. (Each such Lender may endorse on the schedules annexed to its Committed Loan Note the date, amount and maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Notes shall be conclusive absent manifest error of the amount of such Committed Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Credit Party to pay any amount owing with respect to the Committed Loans. (dc) On Unless the Maturity DateAdministrative Agent and the Requisite Lenders otherwise consent, Loans with no more than 15 different Interest Periods shall be outstanding at any one time; provided that for the Borrower purposes of this sentence only, “Loans” shall repay in full the mean all Loans outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such AdvanceAgreement.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s an Initial Term Loan Commitmentto Borrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar Rate Term Benchmark Term Loans. Amounts repaid or prepaid in respect ; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. Upon . (b) Subject to and upon the funding terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term Benchmark Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans on of the Funding Datesame Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitments shall terminateCommitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (c) The Subject to and upon the terms and conditions set forth herein and in Amendment No. 2, each Rollover Original Term Lender severally agrees to exchange its Exchanged Original Term Loans made for a like principal amount of Term B Loans on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate LoansAmendment No. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.2

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein (including Section 2.07(f)): (a) each Dollar Lender agrees to make revolving loans Revolving Loans in Dollars to the Borrower from time to time, in Dollars, time during the Availability Period in an aggregate principal amount that will not to exceed result in (i) such Revolving Lender’s Pro Rata Share Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Availability at Exposure exceeding such time Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each individuallyTerm Lender agrees to make a Term Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect, a “Revolving Loan” and, collectively, provided that such Term Loans may be effected by book entry to the “Revolving Loans”); provided, however, at no time shall extent such Term Loans were extended to the Revolving Borrower under the Existing Credit Obligations exceed Agreement and have not been repaid. Within the Aggregate Revolving Loan Commitment. Subject foregoing limits and subject to the terms of this Agreementand conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in with respect of to the Term Loans may not be reborrowed. Upon the The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding of the its Term Loans on the Funding Date, the Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender with a Commitment severally agrees, at any time and from time to time on and after the Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “"Revolving Loan” " and, collectively, the “"Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans. Amounts , (ii) may be repaid or prepaid and reborrowed in respect accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Term Loans may Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Commitment at such time (after giving effect to any reductions to the Adjusted Total Commitment on such date) and (iv) shall not be reborrowed. Upon exceed in aggregate principal amount at any time outstanding the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminateMaximum Swingline Amount. (c) The On any Business Day, BTCo may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all Lenders with a Commitment (without giving effect to any termination thereof pursuant to the last paragraph of Section 10) pro rata based on each Lender's Adjusted Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall initially be Floating Rate applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Total Commitment or the Adjusted Total Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. Revolving necessary to cause such Lenders to share in such Swingline Loans made ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall bebe required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “an Initial Term Loan” and, collectively, the “Loan or Initial Term Loans”) Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. Amounts repaid or prepaid in respect ; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans made (i) shall be incurred pursuant to a single drawing on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Incremental Term Loan Borrowing Date, the Loans made on the Funding Date may (ii) shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall bedenominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (dc) On Subject to and upon the Maturity Dateterms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender agrees to make a Term B Loan to the Borrower in U.S. Dollars on the Amendment No. 1 Effective Date in an amount not to exceed the amount of its Additional Term B Loan Commitment and (ii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall repay in full the outstanding principal balance be converted into a Term B Loan of such Lender effective as of the LoansAmendment No. Each Advance under this Section 2.01 shall consist 1 Effective Date in a principal amount equal to the principal amount of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Converted Initial Term Loan immediately prior to such conversion. Once repaid, Term B Loans may not be reborrowed. The Term B Loans shall initially take the form of two Borrowings as follows: (x) a LIBO Rate Borrowing in the aggregate amount of $505,000,000 with an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.00% per annum for such AdvanceInterest Period and (y) a LIBO Rate Borrowing in the aggregate amount of $1,740,000,000 with an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.039% per annum for such Interest Period.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender with a Commitment severally agrees to make revolving loans to the Borrower make, at par and any time and from time to time, in Dollars, in an amount not time on or after the Initial Borrowing Date and on or prior to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallythe Merger Closing Date, a loan or loans (each, an “Revolving Initial Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Initial Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Initial Loans (i) shall be denominated in Dollars and (ii) shallshall not be incurred on any date occurring prior to the Merger Closing Date if, after giving effect to the making of the respective Initial Loans and the related reductions to the Total Commitment pursuant to Section 4.03(b)(x), the Bridge Loan Blocked Amount would exceed the then remaining Total Commitment. (b) Each Lender agrees that, if the Initial Loans have not been repaid in full prior to the Initial Maturity Date, on such Initial Maturity Date the then outstanding principal amount of each of its Initial Loans shall be automatically converted into an extended loan to the Borrower (each, an “Extended Loan” and, collectively, the “Extended Loans”) in an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan or Initial Loans; provided that the extension as contemplated in this clause (b) shall not occur and all Initial Loans shall be required to be paid in full on the Initial Maturity Date, if (i) there then exists any Default or Event of Default under Section 12(h) or 12(i), (ii) there exists at such time any Event of Default hereunder or the maturity of the Initial Loans has theretofore been accelerated as a result of the occurrence of one or more Events of Default or (iii) the Merger Closing Date did not occur on or prior to October 15, 2010. It is understood and agreed that Loans may also, at the option of the Borrower and subject to clause (c) belowLenders as provided in Section 10.15, be incurred required to be Exchanged for Exchange Notes in accordance with the requirements of Section 10.15. All Extended Loans and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid Exchange Notes shall be denominated in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminateDollars. (c) The Once repaid, Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially incurred hereunder may not be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loansreborrowed. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and”) from time to time on any Business Day during the period from the Amendment and Restatement Date through the end of the Commitment Period, collectivelyin each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Xxxxxx’s Revolving Commitment and (ii) as to all Lenders, the “Total Revolving Loans”)Commitment at such time; providedprovided that, howeverit is expressly acknowledged and agreed that, at as of the Amendment and Restatement Date, no time shall Lenders are Revolving Lenders and the Revolving Credit Obligations exceed Commitments in the Aggregate Revolving Loan Commitment. Subject aggregate equal zero; (b) each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Amendment and Restatement Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate.; and (cd) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 within such limits and subject to the other terms and conditions and limitations therein set forth and set forth in of this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity DateAgreement, the Borrower shall repay be permitted to borrow Term Loans in full the outstanding principal balance advance of the Loanssettlement of the purchase of one or more additional Collateral Loans or distributions to the Parent. Each Advance under this Section 2.01 The proceeds of any such Term Loan borrowings shall consist of Loans made by each applicable Lender ratably be retained in proportion the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to such Lender’s respective Pro Rata Share of such Advanceany other purpose.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreementherein, each Lender agrees to make revolving loans (each such loan, a "Revolving Loan") to the Borrower from -------------- time to time, in Dollars, time on any Business Day during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure (after giving effect to exceed such Revolving Loans) exceeding such Lender’s Pro Rata Share 's Commitment or (ii) the sum of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed Exposures of all Lenders exceeding the Aggregate Revolving Loan Commitmenttotal Commitments. Subject Within the foregoing limits and subject to the terms of this Agreementand conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination DateLoans. (b) Upon Subject to the satisfaction of the terms and conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender agrees, so long as no Default or Event of Default has occurred and is continuing, to consolidate on the Term Lender severally agrees Loan Conversion Date all of such Lender's Revolving Loans that are outstanding on the Term Loan Conversion Date (after giving effect to make any payment or prepayment of such Loans made by the Borrower on such date) into a single term loan (each individuallysuch loan, a “"Term Loan” and, collectively, ") in an amount not --------- to exceed the “Term Loans”) to the Borrower on the Funding Date the aggregate principal amount of such Term Lender’s Revolving Loans. Revolving Loans that are consolidated into a Term Loan Commitment, which shall be deemed paid. Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts which are repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein: (a) each Dollar Lender severally agrees to make revolving loans Revolving Loans in Dollars to the Borrower from time to time, in Dollars, time during the Availability Period in an aggregate principal amount that will not to exceed result in (i) such Revolving Lender’s Pro Rata Share Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of Revolving Credit Availability at such time all of the Lenders exceeding the Dollar Commitments, or (each individually, a “Revolving Loan” and, collectively, iii) the “Revolving Loans”); provided, however, at no time shall total Covered Debt Amount exceeding the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date.Borrowing Base then in effect; (b) Upon each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the satisfaction Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the conditions precedent set forth Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in Sections 5.01 and 5.02, effect; (c) each Term Lender severally agrees to make or continue a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) Loan in Dollars to the Borrower on the Funding Effective Date the in an aggregate principal amount of (i) up to but not exceeding such Term Lender’s Initial Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars Commitment and (ii) shallthat will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the option other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to clause (c) belowthe terms and conditions set forth herein, be incurred the Borrower may borrow, prepay and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate reborrow Revolving Loans. Amounts repaid or prepaid in with respect of to the Term Loans may not be reborrowed. Upon the The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding of the its Term Loans on the Funding Date, the Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender severally agrees to make revolving loans to the Borrower make, at any time and from time to timetime after the Closing Date and prior to the Final Maturity Date, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on Agent and the Funding Date the principal amount of such Term Lender’s Term Loan Commitmentother Borrowers, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowAgent, be incurred and maintained as, and/or converted into, Floating Rate ABR Loans or Eurodollar BSBY Rate Loans. Amounts repaid or prepaid ; provided that, except as otherwise specifically provided in respect this Agreement, all Revolving Loans comprising the same Borrowing shall at all times be of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Datesame Type, the Term Loan Commitments shall terminate. (ciii) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 repaid and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected reborrowed in accordance with Section 2.09the provisions hereof, either Floating Rate Loans or Eurodollar Rate Loans. (div) On shall not be made (and shall not be required to be made) by any Lender in any instance where the Maturity Date, incurrence thereof (after giving effect to the Borrower shall repay in full the outstanding principal balance use of the Loans. Each Advance under proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Agreement) would cause the Individual Exposure of such AdvanceLender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time.

The Commitments. (ai) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth herein and in this Agreementthe Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agreed to make revolving loans to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan CommitmentFirst Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agreed to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers prepaid the Non-Exchanged Term Loans with a like amount of this Agreementthe gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the Borrower may borrow, repay and reborrow Revolving Loans at any time receipt thereof. The Borrowers paid to the Rollover Lenders immediately prior to the Revolving Loan Termination Date. (b) Upon the satisfaction effectiveness of the conditions precedent Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in Sections 5.01 this Agreement and 5.02the other Loan Documents, each including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Lender severally agrees to make a single term loan Loans (each individuallyand all principal, a interest and other amounts in respect thereof) will constitute “Term LoanObligations” and, collectively, under this Agreement and the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which other Credit Documents. The Initial Term Loans (i) shall be denominated in Dollars and U.S. Dollars, (ii) shallshall be, except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowLead Borrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar Rate Term SOFR Term Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (ii) Subject to the terms and conditions set forth herein and in Amendment No. Upon the funding 3, each Rollover Term B-2 Lender severally agrees to exchange its 2024 Exchanged Term Loans for a like principal amount of the Term B-2 Loans on the Funding Amendment No. 3 Effective Date. Subject to the terms and conditions set forth herein and in Amendment No. 3, each Additional Term B-2 Lender severally agrees to make an Additional Term B-2 Loan (which shall be considered an increase to (and part of) the Term Loan Commitments shall terminate. (cB-2 Loans) The Loans made to the Lead Borrower on the Funding Amendment No. 3 Effective Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject principal amount equal to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made its Additional Term B-2 Commitment on the Funding Date may be Eurodollar Rate LoansAmendment No. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.3

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “an Initial Term Loan” and, collectively, the “Loan or Initial Term Loans”) Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrowers, which Initial Term Loans (i) shall be denominated in Dollars and incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowLead Borrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. Upon the funding of the All Borrowers shall be jointly and severally liable as borrowers for all Term Loans on regardless of which Borrower receives the Funding Date, the Term Loan Commitments shall terminateproceeds thereof. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans made (i) shall be incurred pursuant to a single drawing on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Incremental Term Loan Borrowing Date, the Loans made on the Funding Date may (ii) shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall bedenominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Lead Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. ; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (div) On the Maturity Dateshall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Incremental Term Loan Commitment of such AdvanceIncremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, collectivelyin each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the “Total Revolving Loans”)Commitment at such time; provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial Borrowing Date in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon Each Revolving Lender severally agrees, on the funding last day of the Term Loans Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding DateReserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the Term Loan Commitments “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall terminate. (c) The Loans made on deposit the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate proceeds of such Loans in the manner provided in Section 2.09 and subject to Future Funding Reserve Account such that the other conditions and limitations therein set forth and set forth in this Article 2 and set forth amounts on deposit in the definition of Interest Period; provided, however, that if Future Funding Reserve Account equal the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate LoansUnfunded Amount. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender severally agrees to make revolving loans to the Borrower make, at any time and from time to timetime on and after the Effective Date and prior to the Maturity Date, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individually, a “"Revolving Loan” " and, collectively, the “"Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated made and maintained in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Loans, PROVIDED that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at the time of the making of any such Revolving Loans, and after giving effect thereto, that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all other Revolving Loans then outstanding from such Lender and (II) the product of (A) such Lender's Percentage and (B) the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, the Commitment of such Lender at such time, (v) shall not exceed for all Lenders at any time outstanding that principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Amounts repaid Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender (x) shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or prepaid Lenders' participation in respect such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the Term Loans may outstanding Swingline Loans, and (y) the Swingline Lender shall not be reborrowed. Upon make any Swingline Loan after it has received written notice from the funding Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the Term Loans on waiver of such Default or Event of Default by the Funding Date, Required Lenders or (iii) that the Term Loan Commitments shall terminateAdministrative Agent in good faith believes such Default or Event of Default has ceased to exist. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all Lenders PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall initially be Floating Rate applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Total Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. Revolving necessary to cause the Lenders to share in such Swingline Loans made ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall bebe required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Bank with an A Term Loan Commitment severally agrees to make revolving loans to make, on the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyRestatement Effective Date, a “Revolving term loan (each, an "A Term Loan” " and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “"A Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which A Term Loans (i) shall be denominated in Dollars made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(b)(ii)). Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a B Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with an Acquisition Loan Commitment severally agrees to make, at any time and from time to time after the Restatement Effective Date and prior to the Acquisition Loan Termination Date, a loan or loans (each an "Acquisition Loan" and, collectively, the "Acquisition Loans") to the Borrower, which Acquisition Loans (i) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid ; provided that (x) except as otherwise specifically provided in respect Section 1.10(b) all Acquisition Loans comprising the same Borrowing shall at all times be of the Term same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Acquisition Loan Commitment of such Bank at such time after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(d)(ii)). Once repaid, Acquisition Loans incurred may be reborrowed. Upon reborrowed prior to the funding of Acquisition Loan Termination Date in accordance with the Term Loans on the Funding Date, the Term Loan Commitments shall terminateprovisions hereof. (cd) The Loans made on Subject to and upon the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans terms and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and set forth in this Article 2 from time to time after the Restatement Effective Date and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the Loans made on "Revolving Loans") to the Funding Date may be Eurodollar Rate Loans. Borrower, which Revolving Loans made after the Funding Date shall be(i) shall, at the option of the Borrower, selected in accordance with Section 2.09, either Floating be Base Rate Loans or Eurodollar Rate Loans. ; provided that (dx) On except as otherwise specifically provided in Section 1.10(b) all Revolving Loans comprising the Maturity Datesame Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date except that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Borrower shall repay in full respective incurrence of Revolving Loans), equals the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Revolving Loan Commitment of such AdvanceBank at such time.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 (i) Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth herein and set forth in this Agreementthe Amendment No. 1,2, (x) each New Replacement Term B-21 Lender with a New Replacement Term B-21 Loan Commitment severally agrees to make revolving a term loan or term loans to (a “Term B-2to the Borrower from time (and together with each Converted Term B-1 Loan established pursuant to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time clause (each individuallyy) below, a “Revolving Replacement Term B-1 Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Replacement Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term B-21 Loans”) to the Borrower Borrowerequal to its New Replacement Term B-1 Loan Commitment on the Funding Amendment No. 1 Effective Date, which such Term B-22 Effective Date and (y) each Converted Term B-1 Loan of each Consenting Term B-1 Lender shall be converted into a Replacement Term B-1 Loan of such Lender effective as the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Term Lender’s Converted Term B-1 Loan Commitment, which immediately prior to such conversion. The Replacement Term B-1 Loans (iA) shall be incurred pursuant to a single drawing on the Amendment No. 12 Effective Date, (B) shall be denominated in Dollars and Dollars, (iiC) except as hereinafter provided, shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate LIBOR Loans. Amounts repaid or prepaid ; provided that except as otherwise specifically provided in respect Section 2.11(b), all Replacement Term B-21 Loans comprising the same Borrowing shall at all times be of the same Type and (D) shall, in the case of each Lender holding a New Replacement Term B-21 Loan Commitment, be made by each such Lender in an aggregate principal amount that does not exceed the New Replacement Term B-21 Loan Commitment of such New Replacement Term B-21 Lender on the Amendment No. 12 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Replacement Term B-21 Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this AgreementSection 10, (1) each of the Commitment Parties, severally and not jointly, agrees to make revolving loans to the Borrower from time to timesubscribe for, in Dollarsaccordance with Section 1(d)(1), and purchase, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectivelyaccordance with Section 1(g), the “Revolving Loans”Rights Offering Equity Interests allocated to such Commitment Party in the Rights Offering, in each case at the aggregate purchase price therefor based upon the Per Equity Interest Price; and (2) each of the Backstop Parties, severally and not jointly, agrees to purchase, in accordance with Section 1(g); provided, however, its Backstop Commitment Percentage of the Unsubscribed Equity Interests at no time shall the Revolving Credit Obligations exceed aggregate purchase price therefor based upon the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination DatePer Equity Interest Price. (b) Upon As consideration for the satisfaction Backstop Commitments and the other undertakings of the conditions precedent set forth Backstop Parties herein, the Company will pay to the Backstop Parties, in Sections 5.01 and 5.02the aggregate, each Term Lender severally agrees to make a single term loan (each individuallyon the Effective Date, a nonrefundable aggregate premium in an amount equal to ten percent (10%) of the Rights Offering Amount (the “ Backstop Commitment Premium”), which Backstop Commitment Premium shall be deemed fully earned by the Backstop Parties and nonrefundable and nonavoidable upon the execution of this Agreement, in the form of New Equity Interests (issued or distributed at the Per Equity Interest Price) and which Backstop Commitment Premium shall be allocated among the Backstop Parties pro rata based on each Backstop Party’s Backstop Commitment Percentage; provided that, if the Effective Date does not occur, then the Backstop Commitment Premium shall be payable in the form of the Termination Payment, in cash, to the extent provided in Section 13(e). Each Backstop Party may, in its sole discretion, designate any of its Qualified Affiliates to receive some or all of its portion of the Backstop Commitment Premium. The Backstop Commitment Premium shall, subject to entry of the Backstop Commitment Agreement Order (as defined below), constitute an allowed administrative expense of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code, with the priority provided by Section 503(b)(1) of the Bankruptcy Code. For purposes of this Agreement, “Term LoanBackstop Commitment Agreement Order” andmeans an order of the Bankruptcy Court that (a) authorizes the Debtors to enter into and perform under this Agreement, collectivelyincluding all exhibits and other attachments hereto, pursuant to Section 363 of the Bankruptcy Code, (b) authorizes the Backstop Commitment Premium, the “Term Loans”) to Transaction Expenses (as defined below), the Borrower on Termination Payment Amount and the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated indemnification provisions contained in Dollars this Agreement and (ii) shall, at the option of the Borrower and subject to clause (c) belowprovides that the Backstop Commitment Premium, be incurred the Transaction Expenses, the Termination Payment Amount and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect the indemnification provisions contained herein shall constitute allowed administrative expenses of the Term Loans may not be reborrowed. Upon the funding Debtors’ estates under Sections 503(b) and 507 of the Term Loans on Bankruptcy Code and shall be payable by the Funding DateDebtors as provided in this Agreement without further order of the Bankruptcy Cou rt. The Backstop Commitment Premium, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding DateTransaction Expenses, the Loans made on Termination Payment Amount and the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option indemnification provided herein are integral parts of the Borrowertransactions contemplated by this Agreement and, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Datewithout these provisions, the Borrower shall repay in full Commitment Parties would not have entered into this Agreement. For purposes of this Agreement, “ Qualified Affiliate” means, with respect to any Backstop Party or Commitment Party, as applicable, any investment fund, account or other investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party or Commitment Party, as applicable, or if such Backstop Party or Commitment Party is an investment fund, account or other investment vehicle, the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to Person that controls, manages, advises or sub-advises such Lender’s respective Pro Rata Share of such AdvanceBackstop Party or Commitment Party, as applicable.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, collectivelyin each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Xxxxxx’s Revolving Commitment and (ii) as to all Lenders, the “Total Revolving Loans”)Commitment at such time; provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial Borrowing Date or, in the case of the Reset Amendment Date Lenders that are Term Lenders, on the Reset Amendment Closing Date, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. (c) Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On Each Revolving Lender severally agrees, on the Maturity Datelast day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall repay in full deposit the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share proceeds of such AdvanceLoans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, collectivelyin each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Xxxxxx’s Revolving Commitment and (ii) as to all Lenders, the “Total Revolving Loans”)Commitment at such time; providedprovided that the Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made by the Dollar Lenders or the Multicurrency Lenders, howeveras applicable, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject in each case in accordance with Section 2.13; (b) each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; provided that the Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made by the Dollar Lenders or the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.13; (c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate.; and (cd) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 within such limits and subject to the other terms and conditions and limitations therein set forth and set forth in of this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity DateAgreement, the Borrower shall repay be permitted to borrow Term Loans in full the outstanding principal balance advance of the Loanssettlement of the purchase of one or more additional Collateral Loans or distributions to the Parent. Each Advance under this Section 2.01 The proceeds of any such Term Loan borrowings shall consist of Loans made by each applicable Lender ratably be retained in proportion the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to such Lender’s respective Pro Rata Share of such Advanceany other purpose.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 (i) Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, to make revolving loans (I) each Consenting Term Loan Lender severally agrees that, on the Restatement Effective Date, the Existing Term Loans made by such Consenting Term Loan Lender to the Borrower from time pursuant to time, in Dollars, in an amount not the Existing Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time giving effect thereto) as set forth on Schedule 1.01 hereto under the heading “Continued Existing Term Loans” shall be continued (the “Existing Term Loan Continuation”) as term loans owing by the Borrower (each individuallysuch term loan, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Continued Existing Term Loan” and, collectively, the “Continued Existing Term Loans”), and (II) each Lender with a New Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a new term loan or term loans to the Borrower on (each, a “New Term Loan” and, collectively, the Funding “New Term Loans” and, together with the Continued Existing Term Loans, the “Restatement Effective Date the principal amount of such Term Lender’s Term Loan CommitmentLoans”), which Term Restatement Effective Date Loans (iw) shall be denominated in Dollars Dollars, (x) in the case of New Term Loans, shall be made pursuant to one drawing on the Restatement Effective Date, (y) shall not exceed in aggregate principal amount for any Lender immediately prior to the incurrence of the New Term Loans, that amount which equals the sum of (1) the aggregate principal amount of Existing Term Loans subject to the Existing Term Loan Continuation as provided above and (ii2) shallthe New Term Loan Commitment, if any, of such Lender as in effect on the Restatement Effective Date and (z) except as hereinafter provided, may, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect , provided that all Restatement Effective Date Loans and New Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Term Loans of the same Type. Once repaid, Restatement Effective Date Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cii) The In connection with the Existing Term Loan Continuation and the incurrence of New Term Loans made pursuant to Section 2.01(a)(i), (x) the Interest Period applicable to each Borrowing of Existing Term Loans existing on the Funding Restatement Effective Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject immediately prior to the other conditions Existing Term Loan Continuation and limitations therein set forth and set forth in this Article 2 and set forth in maintained as Eurodollar Loans under the definition Existing Credit Agreement shall, simultaneously with the occurrence of Interest Period; providedthe Existing Term Loan Continuation, howeverbe broken, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to (y) the Administrative Agent indemnifying shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Restatement Effective Date Loans (after giving effect to the applicable Existing Term Loan Continuation and the incurrence of New Term Loans pursuant to this Section 2.01(a)(i)) participate in each new Borrowing of Restatement Effective Date Loans on a pro rata basis (based upon the principal amount of the Restatement Effective Date Loans held by each such Lender (after giving effect to the Restatement Effective Date) and (z) the Borrower shall be obligated to pay to the respective Existing Lenders for breakage or other costs of the amounts described type referred to in Section 4.04 1.11 of the Existing Credit Agreement (if any) incurred in connection with the Existing Term Loan Continuation and/or the actions taken pursuant to preceding clause (y) of this Section 2.01(a)(ii). (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make a term loan or term loans (each a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower which Delayed Draw Term Loans (i) shall be incurred pursuant to no more than two drawings made on or before the third (3rd) Business Day prior to the Funding Delayed Draw Termination Date, the Loans made on the Funding Date may (ii) shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall bedenominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Delayed Term Loan Commitment of such Lender on the Delayed Draw Borrowing Date. Once repaid, Delayed Draw Term Loans incurred hereunder may not be reborrowed. (dc) On Subject to and upon the Maturity Dateterms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the Borrower “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall repay be added to then outstanding borrowings of converted Loans as provided in full Section 2.14(c), (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the outstanding principal balance option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans. Each Advance under this , provided that, except as otherwise specifically provided in Section 2.01 2.10(b), all Incremental Term Loans made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender on the respective Incremental Term Loan Borrowing Date and (v) shall not exceed $75,000,000 in aggregate principal amount for all Incremental Term Loans made by each applicable Lender ratably in proportion all Incremental Term Loan Lenders pursuant to such Lender’s respective Pro Rata Share of such Advancethis Agreement and the various Incremental Term Loan Commitment Agreements. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.

The Commitments. (ai) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Revolving Lender severally agrees to make revolving loans to the Borrower make, at any time and from time to timetime on or after the Effective Date and prior to the Maturity Date, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided) to the Borrower, howeverwhich Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at no time shall the Revolving Credit Obligations exceed option of the Aggregate Revolving Loan Commitment. Subject to the terms of this AgreementBorrower, the Borrower may borrowbe incurred and maintained as, repay and reborrow and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Revolving Lender at any time prior outstanding that aggregate principal amount which, when added to the product of (x) such Revolving Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Termination DateCommitment of such Revolving Lender at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, the Total Revolving Loan Commitment at such time. (bii) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 and 5.02herein, each Term Lender severally agrees to make make, on the Effective Date, a single term loan (each individually, a an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower on the Funding Date the in an aggregate principal amount of not to exceed such Term LenderTerm’s Lender respective Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans; provided that all Term Loans comprising the same Term Borrowing shall at all times be of the same Type (it being understood that multiple simultaneous Term Borrowings may be made on the same date). Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Upon Notwithstanding anything to the funding contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not make any Swingline Loans at a time when a Lender Default exists with respect to any Revolving Lender unless (x) the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s obligation to purchase participations in outstanding Swingline Loans pursuant to Section 1.01(c), including by cash collateralizing such Defaulting Lender’s RL Percentage of the Term outstanding Swingline Loans on and/or (y) the Funding Datereallocation contemplated by Section 4.02(A)(e)(i) shall have been effected to the extent necessary to eliminate such risk, and (ii) the Term Swingline Lender shall not make any Swingline Loan Commitments after it has received written notice from the Borrower or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall terminatehave received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Revolving Lenders. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all Revolving Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall initially be Floating Rate applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Total Revolving Loan Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans made shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall bebe required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the interest rate otherwise applicable to Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with a B-1 Term Lender Loan Commitment severally agrees to make a single term loan or term loans (each individuallyeach, a an “B-1 Term Loan” and, collectively, the “B-1 Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which B-1 Term Loans (i) shall be denominated in Dollars and incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 1.11(b), all B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B-1 Term Loan Commitment of such Lender on the Closing Date. Once repaid, B-1 Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with a B-2 Term Loan Commitment severally agrees to make a term loan or term loans (each, a “B-2 Term Loan” and, collectively, the “B-2 Term Loans”) to the Borrower, which B-2 Term Loans made (i) shall be incurred pursuant to a single drawing on the Funding Date or on or before the third Closing Date, (3rdii) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued denominated in Dollars, (iii) except as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; hereinafter provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall beshall, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, Base Rate Loans or Eurodollar Rate Loans. (d) On , provided that except as otherwise specifically provided in Section 1.11(b), all B-2 Term Loans comprising the Maturity Date, the Borrower same Borrowing shall repay in full the outstanding principal balance at all times be of the Loans. Each Advance under this Section 2.01 same Type, and (iv) shall consist of Loans be made by each applicable such Lender ratably in proportion to such Lender’s respective Pro Rata Share that aggregate principal amount which does not exceed the B-2 Term Loan Commitment of such AdvanceLender on the Closing Date. Once repaid, B-2 Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 herein, each Bank with a Revolving Loan Commitment severally agrees to continue to make, at any time and 5.02, as applicable, from time to time on and including after the Funding Restatement Date and prior to the Revolving Loan Termination Maturity Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “"Revolving Loan” " and, collectively, the “"Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provided that (A) except as otherwise specifically provided in respect Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (B) during the period from the Restatement Date to September 30, 1998 (the "Syndication Period"), no Revolving Loans shall be maintained as Eurodollar Loans with an Interest Period greater than one month, and (C) from the date on which the Agent gives notice to the Borrower of a proposed syndication (which notice may only be delivered during the Syndication Period) until the earlier of (1) the 60th day after the giving of such notice and (2) the Syndication Date, no Revolving Loans maintained as Eurodollar Loans may be incurred, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time then outstanding, equals the Total Revolving Loan Commitment at such time. The Borrower and the Banks acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Atrium Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of, and shall be Revolving Loans under, this Agreement and the other Loan Documents. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees to make, on the Restatement Date, a term loan (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans: (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 1.06); and (ii) shall be made by each Bank in that initial aggregate principal amount as is equal to the Term Loan Commitment of such Bank on the Restatement Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 herein, Lender agrees to make, at any time and 5.02, as applicable, from and including time to time on or after the Funding Effective Date and prior to the Revolving Loan Termination Maturity Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided) to Borrower, howeverwhich Revolving Loans (i) shall be denominated in Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed in aggregate principal amount at no any time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon On the satisfaction of date hereof, the principal amount outstanding under the Repurchase Term Loan (as defined in the Existing Credit Agreement) made pursuant to the Existing Credit Agreement is $33,002,068.79. Such amount shall be deemed to be outstanding as the repurchase term loan under this Agreement (the “Repurchase Term Loan”), and shall be subject to all the terms and conditions precedent stated in this Agreement. The Repurchase Term Loan is fully funded and non-revolving and amounts repaid may not then be reborrowed. (c) Subject to and upon the terms and conditions set forth in Sections 5.01 and 5.02herein, each Term Lender severally agrees to make a single make, on or after the Effective Date and prior to the Delayed Draw-Down Term Loan Maturity Date, one or more term loan loans (each individually, a “Delayed Draw-Down Term Loan” and, and collectively, the “Delayed Draw-Down Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Delayed Draw-Down Term Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower shall not be revolving and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts amounts repaid or prepaid in respect of the Term Loans may not then be reborrowed. Upon , and (iii) shall not exceed in aggregate principal amount at any time the funding of the Term Loans on the Funding Date, the Delayed Draw-Down Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan or term loans (each individuallyeach, a an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Loans (i) shall be denominated in Dollars and incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate LIBOR Loans. Amounts repaid or prepaid ; provided that except as otherwise specifically provided in respect Section 2.11(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower (provided that the amount of Initial Revolving Loans made on the Funding Closing Date or on or before the third shall not exceed $5,000,000 (3rdexclusive of any Letter of Credit Outstandings) Business Day thereafter shall initially be Floating Rate Loans and thereafter plus an additional amount as may be continued as Floating Rate necessary for the Borrower to fund the payment of certain original issue discount or upfront fees payable under the Engagement Letter, the Agency Fee Letter and/or the Senior Notes (it being understood that any Borrowing of Initial Revolving Loans or converted into Eurodollar Rate Loans to fund such additional amount shall be without duplication of any increase in the manner provided in Section 2.09 and subject Initial Term Loan Commitments to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day fund such amount made prior to the Funding Closing Date)), the which Initial Revolving Loans made on the Funding Date (i) may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall bein Dollars or an Alternate Currency, (ii) except as provided herein, shall, at the option of the Borrower, selected be incurred and maintained as, and/or converted into, Base Rate Loans, LIBOR Loans or, in the case of Alternate Currency Loans, other Fixed Rate Loans; provided that (A) except as otherwise specifically provided in Section 2.11(b), all Initial Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) Base Rate Loans shall only be available in Dollars, (iii) may be repaid and reborrowed in accordance with Section 2.09the provisions hereof and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, either Floating Rate when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or Eurodollar after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.1(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to a Revolving Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by Collateralizing such Defaulting Lender’s RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”), and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On the Maturity Dateany Business Day, the Borrower Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall repay in full be funded with one (1) or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the outstanding principal balance occurrence of a Default or an Event of Default under Section 11.1(f) or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Revolving Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Advance Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under this Section 2.01 the Bankruptcy Code with respect to the Borrower), then each Revolving Lender hereby agrees that it shall consist forthwith purchase (as of Loans made by each applicable Lender ratably in proportion the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such Lender’s purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective Pro Rata Share RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Advancedate and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three (3) days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender with a Term Loan Commitment severally agrees to make revolving a term loan or term loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving "Term Loan” " and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “"Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Loans (i) shall only may be denominated in Dollars and incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provived that, (A) except as otherwise specifically provided in respect Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 14th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one week which begins and ends on the same day, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Loans made on Subject to and upon the Funding Date or terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or before after the third (3rd) Business Day thereafter shall initially be Floating Rate Loans Initial Borrowing Date and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the Loans made on "Revolving Loans") to the Funding Date may be Eurodollar Rate Loans. Borrower, which Revolving Loans made after the Funding Date shall be(i) shall, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 14th day following the Initial Borrowing Date, Revolving Loans only may be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one week which begins and ends on the same day, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (iv) shall not exceed for all such Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the lesser of (x) the Total Revolving Loan Commitment at such time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the lesser of (x) the Total Revolving Loan Commitment at such time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding S wingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On the Maturity Dateany Business Day, the Borrower Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall repay in full be funded with one or more Borrowings of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the outstanding principal balance occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders PRO RATA based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Advance RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Borrowing Base at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under this Section 2.01 the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall consist forthwith purchase (as of Loans made by each applicable Lender ratably in proportion the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such Lender’s purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective Pro Rata Share RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Advancedate and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, collectivelyin each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the “Total Revolving Loans”); provided, however, Commitment at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject such time; (b) each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate.; and (cd) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 within such limits and subject to the other terms and conditions and limitations therein set forth and set forth in of this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity DateAgreement, the Borrower shall repay be permitted to borrow Term Loans in full the outstanding principal balance advance of the Loanssettlement of the purchase of one or more additional Collateral Loans or distributions to the Parent. Each Advance under this Section 2.01 The proceeds of any such Term Loan borrowings shall consist of Loans made by each applicable Lender ratably be retained in proportion the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to such Lender’s respective Pro Rata Share of such Advanceany other purpose.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth herein (including, on and after the initial Incremental Revolving Loan Commitment Date, in this AgreementSection 1.19), (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans in Dollars to the respective Dollar Revolving Loan Borrower requesting the same (each, a “Dollar Revolving Loan” and, collectively, the “Dollar Revolving Loans”) and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency Revolving Loan Borrower from time under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an “Alternate Currency Revolving Loan” and, collectively, the “Alternate Currency Revolving Loans”) (with the revolving loans made to time, in Dollars, in an amount not the various Borrowers pursuant to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, this Section 1.01(a) being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans Revolving Loans: (i) shall be denominated shall, in Dollars and (ii) shallthe case of Dollar Revolving Loans, at the option of the Borrower and subject to clause (c) belowrespective Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect , provided that except as otherwise specifically provided herein, all Dollar Revolving Loans comprising the same Borrowing shall be of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate.same Type; (cii) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans shall, in the manner provided in Section 2.09 case of Alternate Currency Revolving Loans, be made and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth maintained in the definition of Interest Period; providedrespective Available Currency elected by the respective Alternate Currency Revolving Loan Borrower, however, provided that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. all Canadian Dollar Revolving Loans made after the Funding Date shall beshall, at the option of the respective Alternate Currency Revolving Loan Borrower, selected be made by each Alternate Currency RL Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated by reference into this Agreement); (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time; (v) shall not, in the case of Alternate Currency Revolving Loans made in a given Other Permitted LIBOR-Based Alternate Currency, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate Other Permitted LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Other Permitted LIBOR-Based Alternate Currency would exceed $50,000,000 at such time; (vi) shall not, in the case of Alternate Currency Revolving Loans made in a given Permitted Non-LIBOR-Based Alternate Currency, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate Permitted Non-LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Permitted Non-LIBOR-Based Alternate Currency would exceed $50,000,000 at such time; (vii) shall not, in the case of Alternate Currency Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 at such time; and (viii) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment at such time or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Corporation, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (or be required to be made) on any date if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding, the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (to which arrangements each Lender hereby grants its consent), including by cash collateralizing such Defaulting Lender’s Dollar Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”). Notwithstanding anything to the contrary contained in this Section 2.091.01(b), either Floating the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Dollar Revolving Loans by the Corporation (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10). In such case, a Borrowing (or Borrowings) of Dollar Revolving Loans by the Corporation constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Lender’s Dollar Percentage or, if a Sharing Event then exists, pro rata based on each RL Lender’s RL Percentage (in each case determined on such date, but before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Dollar Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of any Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or Eurodollar an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Corporation), then each such RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Corporation on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Percentages or, if a Sharing Event exists on the date otherwise required above, pro rata based upon their respective RL Percentages (in each case determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the respective participation would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate Loansfor the first day and at the rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) On Subject to and upon the terms and conditions set forth herein, each Lender severally agrees that any Borrower may, in accordance with the procedures established pursuant to Section 1.04, incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”), denominated in an Available Currency requested by such Borrower, pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Initial Borrowing Date and prior to the date which is the Business Day preceding the date which is 30 days prior to the Maturity Date, provided that (i) no Competitive Bid Loan may be made if, after giving effect thereto, the Borrower shall repay Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 and (ii) no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in full effect. Within the outstanding principal balance of foregoing limits and subject to the Loans. Each Advance under this Section 2.01 shall consist of terms and conditions set forth in Sections 1.04 and 6, Competitive Bid Loans made by each applicable Lender ratably may be repaid and reborrowed in proportion to such Lender’s respective Pro Rata Share of such Advanceaccordance with the provisions hereof.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth hereof and in this Agreementreliance upon the representations, warranties and covenants of the Borrower herein, each Bank agrees, severally and not jointly, to make revolving loans the following loans: (a) On the terms and subject to the conditions hereof, each Bank severally agrees to make Revolving Loans to the Borrower on a revolving basis at any time and from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, from the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject Closing Date to the terms of this AgreementTermination Date, during which period the Borrower may borrow, repay and reborrow in accordance with the provisions hereof, provided, that no Revolving Loans at Loan will be made in any time prior to amount which, after giving effect thereto, would cause the Total Outstandings (after application of the Revolving Loan Termination Dateto pay an outstanding Swing Line Loan) to exceed the lesser of (i) the Aggregate Revolving Commitment Amounts, or (ii) the Borrowing Base. Revolving Loans hereunder shall be made by the several Banks ratably in the proportion of their respective Revolving Commitment Amounts. Revolving Loans may be obtained and maintained, at the election of the Borrower but subject to the limitations hereof, as Prime Rate Advances or LIBOR Advances or any combination thereof. (b) Upon On the satisfaction of terms and subject to the conditions precedent set forth in Sections 5.01 and 5.02hereof, each Term Lender the Swing Line Bank severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) Swing Line Loans to the Borrower on a revolving basis at any time and from time to time from the Funding Closing Date to the principal Termination Date, during which period the Borrower may borrow, repay and reborrow in accordance with the provisions hereof, provided, that no Swing Line Loan will be made in any amount which, after giving effect thereto, would cause the Total Outstandings to exceed the lesser of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and the Aggregate Revolving Commitment Amounts, or (ii) shallthe Borrowing Base, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, further that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to total outstanding Swing Line Loans shall not exceed the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Swing Line Commitment Amount. Swing Line Loans made on the Funding Date may shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Daily Floating Rate Loans or Eurodollar Rate LoansLIBOR Advances. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Bank with an A Term Lender Loan Commitment severally agrees to make on the Initial Borrowing Date a single term loan or term loans (each individually, a “an "A Term Loan” and, " and collectively, the “"A Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which A Term Loans shall (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or one or more Borrowings of Eurodollar Rate Loans. Amounts repaid Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, PROVIDED that prior to the Syndication Date, A Term Loans may only be incurred and maintained as or prepaid converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (ii) be made and maintained in Dollars, and (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, A Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Loans made Subject to and upon the terms and conditions set forth herein, each Bank with a B Term Loan Commitment severally agrees to make on the Funding Initial Borrowing Date a term loan or on or before term loans (each a "B Term Loan" and collectively, the third (3rd"B Term Loans") Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; providedBorrower, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third which B Term Loans shall (3rdi) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, PROVIDED that prior to the Syndication Date, B Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in accordance respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (ii) be made and maintained in Dollars, and (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein (including, on and after the initial Additional Revolving Loan Commitment Date, Section 1.14), each Bank with Section 2.09a Revolving Loan Commitment severally agrees to make to the Borrower at any time and from time to time on or after the Merger Date and prior to the Revolving Loan Maturity Date, either Floating a loan or loans (each a "Revolving Loan" and collectively the "Revolving Loans"), which Revolving Loans (i) shall be made and maintained in Dollars, (ii) at the option of the Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, PROVIDED that prior to the Syndication Date all such Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Revolving Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time. (dA) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Merger Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (w) shall be made and maintained in Dollars and as Base Rate Loans, (x) may be repaid and reborrowed in accordance with the provisions hereof, (y) shall not exceed (immediately after giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate principal amount that amount which, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, equals the Total Revolving Loan Commitment then in effect (after giving effect to any changes thereto on such date), and (z) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to Defaulting Bank's or Banks' Revolving Percentage of the outstanding Swingline Loans. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as the Swingline Bank shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks (or all of the Banks, to the extent required under Section 13.12). (B) On any Business Day the Maturity DateSwingline Bank may, in its sole discretion, give notice to the Borrower XX Xxxxx that its outstanding Swingline Loans shall repay in full be repaid with a Borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the outstanding principal balance occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all XX Xxxxx PRO RATA based on each RC Bank's Revolving Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Bank for such outstanding Swingline Loans. Each Advance under this RC Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding: (v) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (w) whether any conditions specified in Section 2.01 shall consist 5.02 are then satisfied, (x) whether a Default or an Event of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Default has occurred and is continuing, (y) the date of such AdvanceMandatory Borrowing and (z) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RC Bank (other than the Swingline Bank) shall forthwith purchase from the Swingline Bank (without recourse or warranty) such assignment of or participation in the outstanding Swingline Loans as shall be necessary to cause such XX Xxxxx to share in such Swingline Loans ratably based upon their respective Revolving Percentages, PROVIDED that all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date the respective assignment or participation is purchased and, to the extent attributable to the purchased assignment or participation, shall be payable to the RC Bank purchasing same from and after such date of purchase.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an A Term Lender Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which A Term Loans (i) shall be denominated in Dollars made and initially maintained as Base Rate Loans (subject to the option to convert such A Term Loans pursuant to Section 1.06) and (ii) shall be made by each Lender in that aggregate principal amount as is equal to the A Term Loan Commitment of such Lender on such date. Once repaid, A Term Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan to the Borrower, which B Term Loans (i) shall be made and initially maintained as Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (ii) shall be made by each Lender in that aggregate principal amount as is equal to the B Term Loan Commitment of such Lender on such date. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a C Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan to the Borrower, which C Term Loans (i) shall be made and initially maintained as Base Rate Loans (subject to the option to convert such C Term Loans pursuant to Section 1.06) and (ii) shall be made by each Lender in that aggregate principal amount as is equal to the C Term Loan Commitment of such Lender on such date. Once repaid, C Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Lender with an RTL Commitment severally agrees, at any time and from time to time after the Initial Borrowing Date and prior to the RTL Conversion Date, to make a revolving loan or revolving loans (each, an "RTL Loan" and collectively, the "RTL Loans") to the Borrower, which RTL Loans (i) shall, at the option of the Borrower Borrower, be Base Rate Loans or, if incurred on or after the Eurodollar Loan Availability Date, Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), and subject to clause the option to convert such Loans pursuant to Section 1.06, all RTL Loans comprising the same Borrowing shall at all times be of the same Type, (cii) belowmay be repaid and reborrowed in accordance with the provisions hereof, provided that, on and after the RTL Conversion Date, once repaid, RTL Loans incurred hereunder may not be reborrowed, (iii) shall not exceed for any Lender at any time outstanding the RTL Commitment of such Lender and (iv) shall not exceed for all Lenders at any time outstanding the Total RTL Commitment. (e) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or, if incurred on or after the Eurodollar Loan Availability Date, Eurodollar Loans, provided, that except as otherwise specifically provided in Section 1.10(b), and subject to the option to convert such Loans pursuant to Section 1.06, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which when added to the product of (x) such Lender's Revolving Loan Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding the sum of (I) the aggregate principal amount which, when added to the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. Notwithstanding the foregoing, the Borrower may not reborrow Revolving Loans, Swingline Loans or request that Letters of Credit be issued under the Total Revolving Loan Commitment if after giving effect thereto the Revolving Outstandings would exceed an amount equal to the Total Revolving Loan Commitment (before giving effect to the reduction thereto arising by reason of the Disposition) less the amount by which the Revolving Loans are repaid with the proceeds of the Disposition, unless after giving effect thereto, the Leverage Ratio would be no greater than 5:00 to 1:00 and the Senior Leverage Ratio would be no greater than 3:00 to 1:00. (f) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans (each a "Swingline Loan", and collectively, the "Swingline Loans") to the Borrower, which Swingline Loans: (i) shall be made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) unless otherwise agreed by the Swingline Lender, shall be repaid no later than the date which is five Business Days following the date of incurrence thereof, provided that if any Defaulting Lender fails to fund a Revolving Loan requested to refinance such Swingline Loan, the portion of the Swingline Loan expected to be refinanced by such Defaulting Lender shall be repaid on or before the tenth Business Day following the date of the incurrence thereof; (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender's risk with respect to the Lender which is subject of such Lender Default, including by cash collateralizing such Lender's Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(f), the Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of such notice from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default or (iii) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist. (g) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Lenders with a Revolving Loan Commitment (without giving effect to any termination and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Revolving Loan Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender (i) notwithstanding that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) notwithstanding the date of such Mandatory Borrowing and (v) notwithstanding the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender with a Revolving Loan Commitment hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Loan Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided, that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (h) Subject to Section 1.14 and the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "Incremental Term Loan" and, collectively, the "Incremental Term Loans") to the Borrower, which Incremental Term Loans: (i) only may be incurred pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date (which date, in any event, shall be the date set forth in the applicable Incremental Commitment Agreement pursuant to which such Incremental Term Loans are to be made and shall not be later than the Incremental Commitment Termination Date); (ii) shall be Term Loans under the Tranche specified in the applicable Incremental Commitment Agreement; (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or or, if incurred after the Eurodollar Rate Loan Availability Date, Eurodollar Loans. Amounts repaid or prepaid in respect , provided that (x) all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender under the relevant Tranche on any such Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(e)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in of this AgreementAgreement (including Section 2.1(c)), the Pooling Agreement and the Supplement, each Purchaser agrees, severally and for itself alone, upon Transferor's request (through Servicer), to make revolving loans to the Borrower purchases (each a "Purchase") of Trust Interests from time to time, in Dollars, in an amount not to exceed such time during the Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”)Period; provided, that no Purchaser will be required or permitted to make a Purchase on any date if the funded principal amount of its Certificate, after giving effect to the Purchase, would exceed the lesser of (a) the Stated Amount of its Certificate and (b) its Percentage (as defined below) multiplied by the Invested Amount. In addition, no Purchaser will be required or permitted to make a Purchase if, after giving effect thereto (and any corresponding reduction to the Invested Amount pursuant to Section 3.1), the Net Invested Amount would exceed the Base Amount. The Purchases by the Purchasers shall be made ratably in accordance with their respective Percentages; provided, that the failure of any Purchaser to make any Purchase shall not relieve any other Purchaser of its obligation to make Purchases hereunder. No Purchaser shall, however, at no time shall be responsible for the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitmentfailure of any other Purchaser to make any Purchase. Subject to the terms of this Agreement, the Borrower aggregate principal amount of a Purchaser's investment represented by its Certificate may borrow, repay and reborrow Revolving Loans at any be increased or decreased from time prior to the Revolving Loan Termination Datetime. (b) Upon For purposes of this Agreement, "Percentage" means, with respect to each Purchaser, the satisfaction percentage equivalent (carried out to twelve decimal places) of a fraction the numerator of which is the Stated Amount of such Purchaser's Certificate and the denominator of which is the sum of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount Stated Amounts of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option all of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate LoansPurchasers' Certificates. Amounts repaid or prepaid in respect The initial Percentages of the Term Loans may not be reborrowed. Upon initial Purchasers, and the funding Stated Amounts of the Term Loans on the Funding Datetheir Certificates, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans are set out opposite their names in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.Schedule I.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein: (a) each Dollar Lender severally agrees to make revolving loans Revolving Loans in Dollars to the Borrower from time to time, in Dollars, time during the Availability Period in an aggregate principal amount that will not to exceed result in (i) such Revolving Lender’s Pro Rata Share Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of Revolving Credit Availability at such time all of the Lenders exceeding the Dollar Commitments, or (each individually, a “Revolving Loan” and, collectively, iii) the “Revolving Loans”); provided, however, at no time shall total Covered Debt Amount exceeding the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date.Borrowing Base then in effect; (b) Upon each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the satisfaction Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the conditions precedent set forth Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in Sections 5.01 and 5.02, each effect; (c) [reserved]; andeach Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) Loan in Dollars to the Borrower on the Funding First Amendment Effective Date the in an aggregate principal amount 747507610 22702620757699803.9 (d) the Borrower may reallocate all or a portion of such Term any Lender’s Term Loan CommitmentDollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, which Term Loans in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) shall may not be denominated in Dollars made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shallshall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the option other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to clause (c) belowthe terms and conditions set forth herein, be incurred the Borrower may borrow, prepay and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate reborrow Revolving Loans. Amounts repaid or prepaid in with respect of to the Term Loans may not be reborrowed. Upon the The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding of the its Term Loans on the Funding Date, the Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 ‎5.02 and 5.02‎5.03, as applicable, from and including the Funding Closing Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallysuch loan, together with any loans made pursuant to a “Revolving Loan” and, collectivelyLoan Increase and Extended Revolving Loans, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) (i) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02‎Section 5.01, each Initial Term A Lender severally agrees to make a single term loan (each individually, a “Term A Loan” and, collectively, the “Term A Loans”) to the Initial Borrower on the Funding Escrow Date the in an aggregate principal amount of not to exceed such Initial Term A Lender’s Initial Term Loan A Commitment, which Initial Term A Loans (ix) shall be denominated in Dollars and (iiy) shall, at the option of the Initial Borrower and subject to clause (c‎(d) belowbelow and ‎Section 4.03, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. The proceeds of the Initial Term A Loans shall be deposited into the Escrow Account and be subject to the terms of the Escrow Agreement. Amounts repaid or prepaid in respect of the Initial Term A Loans may not be reborrowed. Upon the funding of the Initial Term A Loans on the Funding Escrow Date, the Initial Term Loan A Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon Subject to and upon the satisfaction of the terms and ---------------- conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Dateherein, each Revolving Lender Bank with a Tranche A Term Loan Commitment severally and not jointly agreesagrees (A) in the case of each Original Bank, to convert into Tranche A Term Loans (as hereinafter defined), on the terms and conditions set forth in this AgreementRestatement Effective Date, to make revolving loans Original Revolving Loans made by such Original Bank pursuant to the Borrower from time to time, in Dollars, Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject equal to the terms lesser of this Agreement, (x) the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the aggregate principal amount of such Term Lender’s Original Revolving Loans made by such Original Bank and so outstanding and (y) such Original Bank's Tranche A Term Loan CommitmentCommitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i)(x)), provided that in no -------- event shall the aggregate principal amount of Original Revolving Loans converted pursuant to this clause (A) exceed $150,000,000 or, unless so elected by the Borrower in a written notice delivered to the Administrative Agent at least three Business days prior to the Restatement Effective Date, $100,000,000, and/or (B) to make, from time to time on and after the Restatement Effective Date but no later than the Final A Draw Date, a term loan or term loans (each a "Tranche A Term Loan" and collectively the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provided that, except as otherwise -------- specifically provided in respect Section 1.10(b), all Tranche A Term Loans made as part of the same Borrowing shall consist of Tranche A Term Loans of the same Type and (ii) shall not exceed for any Bank, in initial aggregate principal amount for all Tranche A Term Loans being made by such Bank on any Tranche A Term Loan Borrowing Date, that amount which equals the Tranche A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i)(x) but after giving effect to any reductions thereto prior to such date pursuant to Section 3.03(b)(i)(y)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. Upon Notwithstanding the funding foregoing, on the Restatement Effective Date (and immediately after giving effect thereto) the aggregate principal amount of the all outstanding Tranche A Term Loans on the Funding Date, the Term Loan Commitments shall terminatenot be less than $100,000,000. (cb) The Loans made Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make, from time to time on and after the Funding Restatement Effective Date but no later than the Final B Draw Date, a term loan or on or before term loans (each, a "Tranche B Term Loan" and, collectively, the third (3rd"Tranche B Term Loans") Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; providedBorrower, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third which Tranche B Term Loans (3rdi) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall beshall, at the option of the Borrower, selected in accordance with Section 2.09, either Floating be Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section -------- 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Tranche B Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Restatement Effective Date or, if an Interest Period relating to any then outstanding Revolving Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) the date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication of the Tranche B Term Loan Facility (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Tranche B Term Loans that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period), and (ii) shall not exceed for any Bank, in initial aggregate principal amount for all Tranche B Term Loans being made by such Bank on any Tranche B Term Loan Borrowing Date, that amount which equals the Tranche B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(ii)(x) but after giving effect to any reductions thereto prior to such date pursuant to Section 3.03(b)(ii)(y)). No more than four Tranche B Term Loan Borrowing Dates shall be permitted to occur. Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to the terms and conditions set forth herein (including, without limitation, the relevant Tranche C Supplement), in the event that a Tranche C Supplement has become effective in respect of a Tranche C Term Loan Sub-Facility, each Bank having a Tranche C Term Loan Commitment under such Sub- Facility severally agrees to make on such date or dates occurring on and after the Supplement Effective Date for such Tranche C Supplement as are set forth in such Tranche C Supplement a term loan or term loans (each, a "Tranche C Term Loan" and, collectively, the "Tranche C Terms Loans") to the Borrower, which Tranche C Term Loans (i) shall be Base Rate Loans or Eurodollar Loans, (ii) shall not exceed for any Bank in initial aggregate principal amount for all Tranche C Term Loans being made by such Bank under the relevant Tranche C Term Loan Sub-Facility that amount which equals the Tranche C Term Loan Commitment of such Bank under such Tranche C Term Loan Sub-Facility on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(iii)(x) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)(y)) and (iii) shall not exceed in initial aggregate principal amount the amount permitted in Section 1.14(a). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. (d) On Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment sever ally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the A/RF Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, pro vided that, except as otherwise specifically --------- provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (A) such Bank's Percentage and (B) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (e) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into an arrangement satisfactory to it and the Borrower, to eliminate the Swingline Bank's risk with respect to the Bank which is the subject of such Bank Default, including by cash collateralizing the Bank's Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(e), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall repay in full have received written notice (i) of rescission of all such notices from the outstanding principal balance party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in good faith believe that such Default or Event of Default has ceased to exist. (f) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such -------- notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each such Bank's Percentage --- ---- (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each Advance such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under this Section 2.01 the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall consist forthwith purchase (as of Loans made by each applicable Lender ratably in proportion the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such Lender’s purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Pro Rata Share Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Section 10), provided that (x) all -------- interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter and (z) whenever the Swingline Bank receives a payment in respect of a Swingline Loan in which such a participation has been purchased, the Swingline Bank shall pay to the Banks which acquired such participation on amount equal to such Banks' share in such Swingline Loan. (g) Notwithstanding the foregoing, no Loan may be incurred, or Letter of Credit issued, if after giving effect to the incurrence of such AdvanceLoans or the issuance of such Letter of Credit, the sum of the outstanding aggregate principal amount of the Loans and the aggregate amount of the Letter of Credit Outstandings would exceed $200,000,000, unless the Specific Borrowing Conditions are satisfied on the date thereof.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender severally agrees to make revolving loans to the Borrower make, at any time and from time to time, in Dollars, in an amount not time on or after the Effective Date and prior to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallythe Maturity Date, a “revolving loan or revolving loans (each, a "Revolving Loan” " and, collectively, the “"Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (v) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Commitment at such time, and (v) shall not exceed in the aggregate principal amount at any time outstanding the Maximum Swingline Amount. Amounts repaid Notwithstanding anything to the contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or prepaid Defaulting Lenders' participation in respect such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Defaulting Lenders' Percentage of the Term outstanding Swingline Loans may and (ii) the Swingline Lender shall not be reborrowed. Upon make any Swingline Loan after it has received written notice from the funding Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Term Loans on waiver of such Default or Event of Default by the Funding Date, the Term Loan Commitments shall terminateRequired Lenders. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all Lenders pro rata based on each such Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall initially be Floating Rate applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Total Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. Revolving necessary to cause the Lenders to share in such Swingline Loans made ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall bebe required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon Subject to the satisfaction terms and conditions of the conditions precedent set forth in Sections 5.01 Amendment and 5.02Restatement Agreement and this Agreement, as applicable, from and including (w) the Funding Date and prior Additional Term B-3 Lender severally agrees to make a Term B-3 Loan to the Revolving Loan Termination Borrower on the Amendment and Restatement Effective Date denominated in U.S. Dollars in a principal amount not to exceed its Additional Term B-3 Commitment on the Amendment and Restatement Effective Date, (x) each Revolving Lender severally and not jointly Converting Term B-3 Loan Consenting Xxxxxx agrees, on the terms and conditions set forth in this the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans (or such lesser amount as notified and allocated to such Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-3 Loans effective as of the Amendment and Restatement Effective Date and (y) each Non-Converting Term B-3 Loan Consenting Lender agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans prepaid and will purchase by assignment from the Additional Term B-3 Lender Term B-3 Loans in a principal amount equal to the principal amount of such Term B-2 Loans (or such lesser amount as notified and allocated to such Non-Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion). Once repaid, Term B-3 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a 2023 Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in U.S. Dollars (the “2023 Revolving Loans”) to the Borrower Borrower, at any time and from time to time, time on and after the Amendment and Restatement Effective Date until the earlier of one (1) Business Day prior to the Initial Maturity Date for 2023 Revolving Loans and the termination of the 2023 Revolving Commitment of such Revolving Lender in Dollarsaccordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in such Xxxxxx’s Revolving LenderExposure exceeding such Xxxxxx’s Pro Rata Share of 2023 Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject Within the limits set forth above and subject to the terms of this Agreementterms, conditions and limitations set forth herein, the Borrower may borrow, repay pay or prepay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination DateLoans. (bc) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Incremental Term Lender Loan Commitment from time to time severally agrees to make a single term loan (each individually, a “Incremental Term Loan” and, collectively, the “Term Loans”) Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Incremental Term Loans (i) shall be denominated in Dollars and incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating into one or more Borrowings of Base Rate Loans or Eurodollar Rate SOFR Loans. Amounts repaid or prepaid in respect ; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the Maturity obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the extent not so made by such branch or Affiliate. (e) Subject to the terms and conditions set forth in Amendment No. 1 and this Agreement, the 2024 Additional Term Loan Lender severally agrees to make a 2024 Additional Term Loan to the Borrower on the Amendment No. 1 Effective Date denominated in U.S. Dollars in a principal amount not to exceed its 2024 Additional Term Commitment on the Amendment No. 1 Effective Date. (f) Subject to the terms and conditions of Amendment No. 2 and this Agreement, (w) the Additional Term B-4 Xxxxxx agrees to make a Term B-4 Loan to the Borrower on the Amendment No. 2 Effective Date in Dollars in a principal amount not to exceed its Additional Term B-4 Commitment on the Amendment No. 2 Effective Date, (x) each Converting Term B-4 Loan Consenting Xxxxxx agrees, on the terms and conditions set forth in Amendment No. 2, to have all of its outstanding Term B-3 Loans (or such lesser amount as notified and allocated to such Converting Term B-4 Loan Consenting Lender by the Amendment No. 2 Lead Arrangers, as determined by the Borrower shall repay and the Amendment No. 2 Lead Arrangers in full the outstanding their sole discretion) converted into an equivalent principal balance amount of Term B-4 Loans effective as of the LoansAmendment No. Each Advance under this Section 2.01 shall consist 2 Effective Date and (y) each Non-Converting Term B-4 Loan Consenting Xxxxxx agrees, on the terms and conditions set forth in Amendment No. 2, to have all of its outstanding Term B-3 Loans made prepaid and will purchase by each applicable assignment from the Additional Term B-4 Lender ratably Term B-4 Loans in proportion a principal amount equal to the principal amount of such Term B-3 Loans (or such lesser amount as notified and allocated to such Lender’s respective Pro Rata Share of such AdvanceNon-Converting Term B-4 Loan Consenting Lender by the Amendment No. 2 Lead Arrangers, as determined by the Borrower and the Amendment No. 2 Lead Arrangers in their sole discretion). Once repaid, Term B-4 Loans may not be reborrowed.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Bank with a Tranche A Term Loan Commitment severally agrees to make revolving a term loan or term loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving "Tranche A Term Loan” " and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “"Tranche A Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Tranche A Term Loans (i) shall only may be denominated in Dollars incurred by the Borrower (x) on the Initial Borrowing Date and (y) on the Second Term Loan Borrowing Date, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provided that (A) except as otherwise specifically provided in respect Section 1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Tranche A Term Loans maintained as Eurodollar Loans may not be reborrowed. Upon incurred prior to the funding earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Tranche A Term Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) that date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on a single date on or after the Funding Initial Borrowing Date and on or prior to the sixth Business Day following the Initial Borrowing Date, and the Term Loan Commitments shall terminate. (c) The Loans second and third of which Borrowings may only be made on the Funding last day of the immediately preceding Interest Period) and (iii) shall be made by each such Bank on any Term Loan Borrowing Date in that aggregate principal amount which does not exceed the Tranche A Term Loan Commitment of such Bank on such Term Loan Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in prior to such date pursuant to Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period3.03(b)(iii)); provided, however, that if until all Indebtedness to be Refinanced has been repaid in full, the Borrower delivers a Borrowing/Election Noticewill not be permitted to incur Tranche A Term Loans if, signed by it, together with appropriate documentation in form and substance reasonably satisfactory after giving effect to the Administrative Agent indemnifying incurrence thereof and the applicable Lenders for application of the amounts described in Section 4.04 proceeds therefrom, the remaining Total Tranche A Term Loan Commitment would be less than the aggregate outstanding principal amount of the remaining Indebtedness to be Refinanced. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or before term loans (each a "Tranche B Term Loan" and, collectively, the third (3rd"Tranche B Term Loans") Business Day prior to the Funding DateBorrower, the which Tranche B Term Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be(i) shall, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Tranche B Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Tranche B Term Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) the Syndication Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Tranche A Term Loans that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period) and (ii) shall be made by each such Bank in that aggregate principal amount which equals the Tranche B Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than three Borrowings of Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Revolving Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) the Syndication Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Tranche A Term Loans that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (d) On Subject to and upon the Maturity terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(d), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall repay in full have received written notice (i) of rescission of all such notices from the outstanding principal balance party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in good faith believe that such Default or Event of Default has ceased to exist. (e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each Advance such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under this Section 2.01 the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall consist forthwith purchase (as of Loans made by each applicable Lender ratably in proportion the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such Lender’s purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Pro Rata Share Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Advancedate and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, collectivelyin each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the “Total Revolving Loans”)Commitment at such time; provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial Borrowing Date in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon Each Revolving Lender severally agrees, on the funding last day of the Term Loans Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding DateReserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the Term Loan Commitments “Future Funding Reserve Loan”), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall terminate. (c) The Loans made on deposit the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate proceeds of such Loans in the manner provided Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount. Notwithstanding the foregoing provisions of this Section 2.09 and subject 2.1 or any other provision herein or in any other Loan Document to the other conditions contrary, from and limitations therein set forth and set forth after the date occurring 75 days after any Key Person Trigger, no Borrowings shall be made under this Agreement unless Approved Replacements have been approved by the Administrative Agent in this Article 2 and set forth in accordance with the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans“Key Person Event”. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon (I) On the satisfaction of Restatement Effective Date, the conditions precedent set forth in Sections 5.01 Existing Revolving Loans made by each Existing Lender to the Borrower pursuant to the Existing Credit Agreement and 5.02outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and shall remain outstanding, as applicableBorrowings of Revolving Loans hereunder, from and including the Funding Date (II) subject to and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender with a Revolving Commitment severally agrees to make revolving loans to the Borrower make, at any time and from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, on and after the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay Restatement Effective Date and reborrow Revolving Loans at any time prior to the Maturity Date, one or more additional revolving loans (together with the Existing Revolving Loan Termination Date. Loans continued pursuant to preceding clause (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectivelyI), the “Term "Revolving Loans”" and each a "Revolving Loan") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the Term same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RF Percentage and (y) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans may (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Commitment of such Lender at such time and (v) shall not be reborrowed. Upon exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the funding aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the Term proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans on (exclusive of Swingline Loans which are repaid with the Funding proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Commitment at such time. (I) On the Restatement Effective Date, the Term Existing Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and remain outstanding, as Borrowings of Swingline Loans hereunder, and (II) subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, one or more additional revolving loans (together with the Existing Swingline Loans continued pursuant to preceding clause (I), the "Swingline Loans" and each a "Swingline Loan") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Commitment at such time and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RF Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan Commitments after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall terminatehave received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by the RF Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each RF Lender's RF Percentage (determined before giving effect to any termination of the Total Revolving Commitment pursuant to the last paragraph of Section 10) and the proceeds thereof shall initially be Floating Rate applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RF Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred or then exists, (iv) the date of such Mandatory Borrowing and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Total Revolving Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RF Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be Eurodollar necessary to cause the RF Lenders to share in such Swingline Loans ratably based upon their respective RF Percentages (determined before giving effect to any termination of the Total Revolving Commitment pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RF Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate Loans. for the first three days and at the rate otherwise applicable to Revolving Loans made after maintained as Base Rate Loans hereunder for each day thereafter. (d) Subject to and upon the Funding Date terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan or term loans (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans, (i) shall bebe denominated in Dollars, (ii) shall, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, Base Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay provided that except as otherwise specifically provided in full the outstanding principal balance Section 1.10(b), all Term Loans made as part of the Loans. Each Advance under this Section 2.01 same Borrowing shall at all times consist of Term Loans made by each applicable Lender ratably of the same Type, (iii) shall not exceed for any Lender, in proportion to such Lender’s respective Pro Rata Share initial principal amount, that amount which equals the Term Loan Commitment of such AdvanceLender as in effect on the Restatement Effective Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(c)) and (iv) shall be made pursuant to a single drawing on the Restatement Effective Date. Once repaid, Term Loans may not be reborrowed.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this the Existing Credit Agreement, to make revolving loans each Existing Bank with a Term Loan Commitment pursuant to the Borrower from time Existing Credit Agreement severally agreed to timemake, in Dollarson the Third Restatement Effective Date, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a term loan or term loans (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “"Term Loan” and, collectively, " and collectively the “"Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrowers, which Term Loans (i) shall be denominated are outstanding on the Fourth Restatement Effective Date in Dollars and the principal amounts for the various Banks as set forth opposite their names under the heading "Outstanding Principal Amount of Term Loans" in Schedule I hereto, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrowers, be incurred and maintained as, and/or converted into, Floating as Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect Loans (with any Interest Periods applicable thereto immediately before the occurrence of the Fourth Restatement Effective Date to continue to be applicable thereto until the expiration thereof), provided that except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) constitute joint and several obligations of each of the Borrowers. The aggregate outstanding principal amount of Term Loans of each Bank, as at the date provided in Schedule I, is accurately set forth in Schedule I. The Term Loans of each Bank outstanding immediately prior to the Fourth Restatement Effective Date shall remain outstanding after giving effect to the occurrence of the Fourth Restatement Effective Date, and shall in no way be affected as a result of the occurrence of the Fourth Restatement Effective Date. Once repaid, Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Loans made on Subject to and upon the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans terms and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth herein, each Bank severally agrees, at any time and set forth in this Article 2 from time to time on and set forth in after the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form Third Restatement Effective Date and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the Loans made on "Revolving Loans") to the Funding Date may be Eurodollar Rate Loans. Borrowers, which Revolving Loans made after the Funding Date shall be(i) shall, at the option of the BorrowerBorrowers, selected in accordance with Section 2.09, either Floating be Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, and (v) shall be the joint and several obligations of each of the Borrowers. On and immediately after the occurrence of the Fourth Restatement Effective Date, the Revolving Loan Commitment for each Bank shall be the amount set forth opposite such Bank's name in Schedule I hereto directly below the column entitled "Revolving Loan Commitment" (as same may be (x) reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of assignments to or from such Bank pursuant to Section 1.13 or 13.04(b)), such that the Total Revolving Loan Commitment (as of the Fourth Restatement Effective Date) shall represent an increase of $125,000,000 over the Total Revolving Loan Commitment as in effect immediately before the occurrence of the Fourth Restatement Effective Date. In connection with such increase, on the Fourth Restatement Effective Date the Borrowers shall repay in full all Revolving Loans then outstanding (although Revolving Loans may be incurred hereunder on the Fourth Restatement Effective Date in accordance with the provisions hereof, so that the Banks participate in each Borrowing of outstanding Revolving Loans pro rata on the basis of their Revolving Loan Commitments (as in effect on the Fourth Restatement Effective Date) as provided herein), it being understood and agreed that the Borrowers shall jointly and severally pay all breakage or similar costs of the type described in Section 1.11 incurred by the Banks in connection with any repayment or reborrowing of Revolving Loans. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Third Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (v) shall be the joint and several obligations of each of the Borrowers. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the Maturity Date, Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the Borrower shall repay in full occurrence of a Default or an Event of Default under Section 10.05 or upon the outstanding principal balance exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each Advance such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under this Section 2.01 the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall consist forthwith purchase (as of Loans made by each applicable Lender ratably in proportion the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such Lender’s purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Pro Rata Share Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Advancedate and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “an Initial Term Loan” and, collectively, the “Loan or Initial Term Loans”) Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time for a given Tranche of Incremental Term Loans made severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Incremental Term Loan Borrowing Date, the Loans made on the Funding Date may (ii) shall be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall bedenominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into one or more Borrowings of Base Rate Term Loans or Eurodollar LIBO Rate Term Loans. , provided that except as otherwise specifically provided in Section 2.10(b), all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (div) On the Maturity Dateshall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Incremental Term Loan Commitment of such AdvanceIncremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender with a Term Loan Commitment severally agrees to make revolving a term loan or term loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving "Term Loan” " and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “"Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Loans (i) shall be denominated in Dollars and incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provided that (A) except as otherwise specifically provided in respect Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Agents otherwise agree in their sole discretion or have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Loans made on Subject to and upon the Funding Date or terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or before after the third (3rd) Business Day thereafter shall initially be Floating Rate Loans Initial Borrowing Date and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the Loans made on "Revolving Loans") to the Funding Date may be Eurodollar Rate Loans. Borrower, which Revolving Loans made after the Funding Date (i) shall bebe denominated in Dollars, (ii) shall, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Agents otherwise agree in their sole discretion or have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting RL Lender's or Defaulting RL Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Defaulting RL Lenders' RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On the Maturity Dateany Business Day, the Borrower Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall repay in full be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the outstanding principal balance occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Advance RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under this Section 2.01 the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall consist forthwith purchase (as of Loans made by each applicable Lender ratably in proportion the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such Lender’s purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective Pro Rata Share RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Advancedate and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender with an Initial Tranche B-1 Term Loan Commitment severally agrees to make revolving a term loan or term loans (each, an “Initial Tranche B-1 Term Loan” and, collectively, the “Initial Tranche B-1 Term Loans”) to the Borrower Borrower, which Initial Tranche B-1 Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Tranche B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Tranche B-1 Term Loan Commitment of such Lender on the Closing Date. Once repaid, Initial Tranche B-1 Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Tranche B-2 Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Tranche B-2 Term Loan” and, collectively, the “Initial Tranche B-2 Term Loans” and, together with the Initial Tranche B-1 Term Loans, the “Initial Term Loans”) to the Borrower, which Initial Tranche B-2 Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Tranche B-2 Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Tranche B-2 Term Loan Commitment of such Lender on the Closing Date. Once repaid, Initial Tranche B-2 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each RL Lender severally agrees to make, at any time and from time to timetime on or after the Closing Date and prior to the applicable Maturity Date, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof (without premium or penalty) and (iv) shall not exceed for any such RL Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such RL Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans or Swingline Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the applicable Maturity Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof (except as otherwise provided in Section 4.01(f), without premium or penalty), (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Amounts repaid Notwithstanding anything to the contrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or prepaid the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Specified Default or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied (or waived), (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under Bankruptcy Law with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (f) If the Maturity Date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer Maturity Date, then on the Term earliest occurring Maturity Date all then outstanding Swingline Loans may not shall be reborrowed. Upon repaid in full on such date (and there shall be no adjustment to the funding participations in such Swingline Loans as a result of the Term Loans on the Funding occurrence of such Maturity Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period); provided, however, that if on the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Loans and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described any reallocation of Letter of Credit participations as contemplated in Section 4.04 on 3.07), no Specified Default or before Event of Default then exists or would result therefrom and there shall exist sufficient Unutilized Revolving Loan Commitments with a later Maturity Date or Maturity Dates so that the third (3rd) Business Day prior to respective outstanding Swingline Loans could be incurred pursuant the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made Loan Commitments which will remain in effect after the Funding Date shall be, at the option occurrence of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the such Maturity Date, then there shall be an automatic adjustment on such date of the Borrower participations in such Swingline Loans and same shall repay be deemed to have been incurred solely pursuant to the relevant Revolving Loan Commitments with a later Maturity Date or Maturity Dates, and such Swingline Loans shall not be so required to be repaid in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to on such Lender’s respective Pro Rata Share of such Advanceearliest Maturity Date.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Bank with a Term Loan Commitment severally agrees to make revolving loans to the Borrower make, at any time and from time to time, in Dollars, in an amount not time on and after the Initial Borrowing Date and on or prior to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallythe Term Loan Commitment Termination Date, a “Revolving term loan or term loans (each, a "Term Loan” " and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “"Term Loans”") to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Loans (i) shall, at the option of Borrower, be Base Rate Loans or Eurodollar Loans; PROVIDED that (x) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be denominated in Dollars of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or 3.03(b)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)). Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the date on which the Total Term Loan Commitment has been reduced to zero and prior to the Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid ; PROVIDED that (x) except as otherwise specifically provided in respect Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the Term same Type and (y) no Eurodollar Loans may not be reborrowed. Upon incurred prior to the funding of the Term Loans on the Funding Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the Term provisions hereof and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitments shall terminateCommitment of such Bank at such time. (c) The Loans made Subject to and upon the terms and conditions herein set forth, the Swingline Bank agrees to make at any time and from time to time after the date on which the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans Total Term Commitment has been reduced to zero and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline Loan," and collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made on the Funding Date and maintained as Base Rate Loans; (ii) may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected repaid and reborrowed in accordance with Section 2.09the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding, either Floating Rate when combined with the aggregate principal amount of (x) all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans), an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Eurodollar Rate Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. The Swingline Bank shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks, (iii) the Agent in good faith believes that such Default or Event of Default has ceased to exist or (iv) the consent of the Required Banks to make Swingline Loans notwithstanding the existence of such Default or Event of Default. (d) On the Maturity Dateany Business Day, the Borrower Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall repay in full be funded with a Borrowing of Revolving Loans, PROVIDED that such notice shall be deemed to have been automatically given upon the outstanding principal balance occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10, in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) PRO RATA on the basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each Advance such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under this Section 2.01 the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall consist forthwith purchase (as of Loans made by each applicable Lender ratably in proportion the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such Lender’s purchase) from the Swingline Bank (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Pro Rata Share Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Advancedate and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior Subject to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, herein: (a) each Dollar Lender severally agrees to make revolving loans Revolving Loans in Dollars to the Borrower from time to time, in Dollars, time during the Availability Period in an aggregate principal amount that will not to exceed result in (i) such Revolving Lender’s Pro Rata Share Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of Revolving Credit Availability all of the Dollar Lenders exceeding the aggregate Dollar Commitments at such time or (each individually, a “Revolving Loan” and, collectively, iii) the “Revolving Loans”)Covered Debt Amount exceeding the Borrowing Base then in effect; provided, however, at no time shall the 57 Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon each Multicurrency Lender severally agrees to make Revolving Loans in Dollars and in Agreed Foreign Currencies to the satisfaction Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the conditions precedent set forth Multicurrency Lenders exceeding the aggregate Multicurrency Commitments at such time or (iii) the Covered Debt Amount exceeding the Borrowing Base then in Sections 5.01 and 5.02, effect; and (c) each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) Loan in Dollars to the Borrower on the Funding Effective Date the in an aggregate principal amount of (i) up to but not exceeding such Term Lender’s Initial Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars Commitment and (ii) shall, at that will not result in the option of total Covered Debt Amount exceeding the Borrower Borrowing Base then in effect. Within the foregoing limits and subject to clause (c) belowthe terms and conditions set forth herein, be incurred the Borrower may borrow, prepay and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate reborrow Revolving Loans. Amounts repaid or prepaid in with respect of to the Term Loans may not be reborrowed. Upon the The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding of the its Term Loans on the Funding Date, the Term Loan Commitments shall terminateCommitment. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon On the satisfaction Restatement Effective Date, the Loans of each Lender shall consist of (x) the conditions precedent set forth in Sections 5.01 and 5.02term loan (a “Term Loan” and, as applicablecollectively, from and including the Funding Date and “Term Loans”) of each Lender which is outstanding under the Original Credit Agreement immediately prior to the Restatement Effective Date less (i) such Lender’s pro rata percentage of $25,000,000 (or such other greater amount as the Term Loans shall have been repaid with proceeds of loans under the Junior Credit Agreement on the Restatement Effective Date) and (ii) the amount of the Revolving Loan Termination Loans of each Lender under clause (y) on the Restatement Effective Date, and (y) Revolving Loans in an amount equal to the Revolving Commitment of such Lender. The Interest Period(s) and Eurodollar Rate applicable to each Term Loan outstanding on the Restatement Effective Date shall also to apply to the respective Revolving Lender severally Loans resulting from the conversion of Term Loans to Revolving Loans on the Restatement Effective Date until the end of each such Interest Period; provided that any breakage costs owing pursuant to Section 2.10 as a result of the conversion shall be for the account of the Borrower. (b) From and not jointly agreesafter the Restatement Effective Date, on subject to and upon the terms and conditions set forth in this Agreementherein, each Lender with a Revolving Commitment severally agrees to make revolving loans to the Borrower make, at any time and from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Loans Revolving Loans: (i) shall bear interest in accordance with Section 2.07, (ii) shall be denominated in Dollars and Dollars, (iiiii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 repaid and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected reborrowed in accordance with Section 2.09the provisions hereof, either Floating Rate Loans or Eurodollar Rate Loans. and (div) On shall not exceed for any such Lender at any time that outstanding aggregate principal amount which equals the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share Revolving Commitment of such AdvanceLender at such time.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 5.02 and 5.025.03, as applicable, from and including the Funding Closing Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallysuch loan, together with any loans made pursuant to a “Revolving Loan” and, collectivelyLoan Increase and Extended Revolving Loans, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02Section 5.01, each Term A Lender severally agrees to make a single term loan (each individually, a “Term A Loan” and, collectively, the “Term A Loans”) to the Initial Borrower on the Funding Escrow Date the in an aggregate principal amount of not to exceed such Term A Lender’s Term Loan A Commitment, which Term A Loans (ix) shall be denominated in Dollars and (iiy) shall, at the option of the Initial Borrower and subject to clause (cd) belowbelow and Section 4.03, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. The proceeds of the Term A Loans shall be deposited into the Escrow Account and be subject to the terms of the Escrow Agreement. Amounts repaid or prepaid in respect of the Term A Loans may not be reborrowed. Upon the funding of the Term A Loans on the Funding Escrow Date, the Term Loan A Commitments shall terminate. (c) Upon the satisfaction of the conditions precedent set forth in Section 5.01, each Term B Lender severally agrees to make a single term loan (each individually, a “Term B Loan” and, collectively, the “Term B Loans”) to the Initial Borrower on the Escrow Date in an aggregate principal amount not to exceed such Term B Lender’s Term Loan B Commitment, which Term B Loans (x) shall be denominated in Dollars and (y) shall, at the option of the Initial Borrower and subject to clause (d) below and Section 4.03, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. The proceeds of the Term B Loans shall be deposited into the Escrow Account and be subject to the terms of the Escrow Agreement. Amounts repaid or prepaid in respect of the Term B Loans may not be reborrowed. Upon the funding of the Term B Loans on the Escrow Date, the Term Loan B Commitments shall terminate. (d) The Term Loans made on the Funding Escrow Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Eurodollar Rate Loans with a one (1) month Interest Period ending on January 31, 2019 and thereafter may be continued as Floating Eurodollar Rate Loans with a one (1)-month Interest Period until the Closing Date, at which time, the Term Loans may continue as Eurodollar Rate Loans or converted into Eurodollar Floating Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, provided that if the Initial Borrower delivers shall be required to deliver a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Escrow Date. (e) Subject to Section 4.03, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Closing Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (df) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon On the satisfaction of terms and subject to the conditions precedent set forth contained in Sections 5.01 this Agreement and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination DateOrders, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans in Dollars (each a “Revolving Loan”) to the Borrower from time to time, in Dollars, time on any Business Day during the period from the Closing Date until the Revolving Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Revolving Lender not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”)Commitment; provided, however, that at no time shall any Revolving Lender be obligated to make a Revolving Loan in excess of such Revolving Lender’s Revolving Percentage of the Available Credit, provided, further, that (i) during the period from the Closing Date until the Final Closing Date, the aggregate principal amount of Revolving Loans shall at no time exceed the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay Interim Availability Amount and reborrow Revolving Loans (ii) at any time prior following the Final Closing Date, the aggregate principal amount of Revolving Loans shall at no time exceed that aggregate principal amount of Revolving Loans permitted to be made to the Borrower pursuant to the Orders. Within the limits of the Revolving Loan Termination DateCommitment of each Revolving Lender, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1(a). (b) Upon On the satisfaction of terms and subject to the conditions precedent set forth contained in Sections 5.01 this Agreement and 5.02the Orders, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) in Dollars to the Borrower on the Funding Closing Date the principal in an amount of not to exceed such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts borrowed under this Section 2.1(a) and repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth herein (including, without limitation, the conditions set forth in this AgreementSection 7), each Lender with a Commitment severally agrees to make make, at any time and from time to time on or after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans to the each Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans Loans: (i) shall be denominated made and maintained in Dollars and the respective Available Currency permitted for the Borrowers, as the case may be; (ii) except as hereafter provided, shall, at the option of the Borrower and subject to clause (c) belowBorrowers, be incurred and maintained asas one or more Borrowings of U.S. Dollar Loans, and/or converted intoAustralian Dollar Loans, Floating Rate Sterling Loans or Eurodollar Rate Euro Loans. Amounts repaid or prepaid ; provided that, except as otherwise specifically provided in respect Section 2.10(b), all Loans made as part of the Term same Borrowing shall at all times consist of Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be reborrowed. Upon made (and shall not be required to be made) by any such Lender in any instance where the funding incurrence thereof (after giving effect to the use of the Term Loans proceeds thereof on the Funding Datedate of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Individual Exposure of such Lender to exceed the amount of its Commitment at such time, (y) the Term Loan Commitments Aggregate Exposure to exceed the lesser of the Total Commitment at such time and the Borrowing Base or (z) the Aggregate Exposure plus the principal amount of any outstandings under the Local Law Financings (for this purpose, using the Pounds Sterling Equivalent of amounts not denominated in Pounds Sterling) to exceed the Aggregate Cap Amount; provided that the outstanding amount of Loans made to the Australian Borrower shall terminatenot exceed the Australian Borrowing Limit at any time; and (v) which are denominated in Australian Dollars, Pounds Sterling or Euros and are required to be made by a Participating Specified Foreign Currency Lender, shall, subject to Section 15, be made by the Fronting Lender. (cb) The Loans made on Notwithstanding anything to the Funding Date contrary in Section 2.01(a), Section 7.03 or on elsewhere in this Agreement, the Co-Collateral Agents shall have the right to establish Reserves in such amounts, and with respect to such matters, as the Co-Collateral Agents in their Permitted Discretion shall deem necessary or before appropriate, against the third Borrowing Base (3rdwhich Reserves shall reduce such then existing Borrowing Base in an amount equal to such Reserves); provided that such Reserves shall not be established or changed except upon not less than five (5) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject Days’ notice to the other conditions Borrowers (during which period the Co-Collateral Agents shall be available to discuss any such proposed Reserve with the Borrowers) and limitations therein set forth and set forth in this Article 2 and set forth in during which such five Business Day period the definition of Interest PeriodBorrowers shall be unable to borrow an amount equal to such proposed Reserves; provided, howeverfurther, that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology of calculation previously utilized (such as, but not limited to, Customer Credit Liabilities), or (2) changes to Reserves or the establishment of additional Reserves if a Material Adverse Effect under clause (y) of the Borrower delivers definition thereof has occurred or it would be reasonably likely that a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to Material Adverse Effect under clause (y) of the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on definition thereof would occur were such Reserves not changed or before the third (3rd) Business Day established prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share expiration of such Advancefive Business Day period.

The Commitments. (a) Upon Subject to and upon the satisfaction terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each an “Initial Term Loan” and collectively the “Initial Term Loans”) to the Borrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, with the first such Interest Period to begin no sooner than three Business Days (nor later than five Business Days) after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid or prepaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions precedent set forth in Sections 5.01 herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and 5.02, as applicable, from and including time to time on or after the Funding Initial Borrowing Date and prior to the Revolving Loan Termination Maturity Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid , provided that (A) except as otherwise specifically provided in respect Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the Term same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may not only be reborrowed. Upon the funding incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of the Term Loans one month which begins on the Funding Datesame day, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Term respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitments shall terminateCommitment of such Lender at such time. (c) The Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all RL Lenders pro rata based on each such RL Lender’s RL Percentage and the proceeds thereof shall initially be Floating Rate applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and subject (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) Subject to Section 1.14, the other terms and conditions and limitations therein set forth herein and set forth in this Article 2 and set forth in the definition of Interest Period; providedrelevant Incremental Loan Commitment Agreement, howevereach Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, that if an “Incremental Term Loan” and, collectively, the Borrower delivers a Borrowing/Election Notice, signed by it“Incremental Term Loans” and, together with appropriate documentation in form and substance reasonably satisfactory the Initial Term Loans, the “Term Loans”) to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 Borrower, which Incremental Term Loans: (i) may be incurred from time to time on or before after the third (3rd) Business Day Syndication Date and prior to the Funding Revolving Loan Maturity Date; (ii) shall be Term Loans under the Tranche specified in the applicable Incremental Term Loan Commitment Agreement; (iii) except as hereafter provided, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall beshall, at the option of the Borrower, selected in accordance with Section 2.09be incurred and maintained as, either Floating and/or converted into, Base Rate Loans or Eurodollar Rate Loans. , provided that all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; (div) On shall be made by each such Lender in that aggregate principal amount which does not exceed the Maturity Incremental Term Loan Commitment of such Lender (as set forth in the relevant Incremental Term Loan Commitment Agreement) on the respective Incremental Term Loan Borrowing Date, (v) shall be made pursuant to one or more Borrowings (as designated by the Borrower in the respective Incremental Term Loan Commitment Agreement) or, in the case of Incremental Term Loans being added to a then existing Tranche, shall repay in full the be added to then outstanding principal balance Borrowings of the Loans. Each Advance under this respective Tranche of Term Loans as provided in Section 2.01 1.14(c), and (vi) shall consist not, except to the extent permitted by the proviso to clause (iv) of Section 1.14(a), exceed the Initial Permitted Amount in aggregate principal amount for all Incremental Term Loans made by each applicable Lender ratably in proportion all Incremental Lenders pursuant to such Lender’s respective Pro Rata Share of such Advancethis Agreement and the various Incremental Commitment Agreements. Once prepaid or repaid, Incremental Term Loans may not be reborrowed.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, agrees to make revolving loans to the Borrower (each, a "Revolving Loan") from time to timetime on any Business Day during the period from the Closing Date through the end of the Commitment Period, in Dollarseach case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Revolving Lender's Revolving Commitment and (ii) as to all Revolving Lenders, the Total Revolving Commitment at such time; and (b) each Term Lender severally agrees to make loans to the Borrower (each, a "Term Loan") on the Closing Date, in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender's Term Commitment and (ii) as to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability all Term Lenders, the Total Term Commitment at such time (each individually, time. Each such borrowing of a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitmenton any single day is referred to herein as a "Revolving Borrowing"; and each such borrowing of a Term Loan on the Closing Date is referred to herein as a "Term Borrowing". Subject Revolving Borrowing and Term Borrowing are referred to herein collectively as "Fundings". Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow, repay and reborrow ) Revolving Loans at any time prior to the under this Section 2.1 and prepay Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Loans under Section 2.7. Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shallonce repaid, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon Each Revolving Lender severally agrees, on the funding last day of the Term Loans Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding DateReserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the Term Loan Commitments "Future Funding Reserve Loan"), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall terminate. (c) The Loans made on deposit the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate proceeds of such Loans in the manner provided in Section 2.09 and subject to Future Funding Reserve Account such that the other conditions and limitations therein set forth and set forth in this Article 2 and set forth amounts on deposit in the definition of Interest Period; provided, however, that if Future Funding Reserve Account equal the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate LoansUnfunded Amount. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with a Term Lender Loan Commitment severally agrees to make a single term loan or term loans (each individuallyeach, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Loans (i) shall be denominated in Dollars and incurred pursuant to a single drawing on the Effective Date (such Term Loans made on the Effective Date, the “Initial Term Loans”), (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate LIBOR Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 2.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Effective Date. Once repaid, Term Loans incurred hereunder may not be reborrowed. Upon . (b) Subject to and upon the funding terms and conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment severally agrees to make Incremental Term Loans to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the date of effectiveness of the Incremental Term Loan Commitment of such Lender, (ii) shall be denominated in Dollars, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender on the date of effectiveness of such Incremental Term Loan Commitment. Once repaid, Incremental Term Loans on the Funding Date, the Term Loan Commitments shall terminateincurred hereunder may not be reborrowed. (c) The Loans made Total Term Loan Commitment (and the Term Loan Commitment of each Lender) (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall terminate in its entirety on the Funding Effective Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject after giving effect to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition incurrence of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 Term Loans on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loanssuch date). (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (i) Effective as of the Amendment No. 3 Effective Date, (a) Upon each Lender party hereto hereby agrees to provide a Commitment under the satisfaction of Amended Credit Agreement in the conditions precedent amount set forth in Sections 5.01 and 5.02, as applicable, from and including opposite its name on Schedule I hereto under the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, heading “Commitment” on the terms and subject to the conditions set forth herein and in this Agreementthe Amended Credit Agreement and (b) the Borrowers, the Lenders party hereto and the Administrative Agent agree that the Commitments in effect under the Credit Agreement immediately prior to the Amendment No. 3 Effective Date shall be terminated in full and the Commitment of each Lender party hereto provided as set forth in clause (a) above shall become effective. (ii) Each Lender party hereto (a) confirms that it has received a copy of the Amended Credit Agreement and such other documents and information as it has deemed appropriate to make revolving loans its own credit analysis and decision to enter into this Amendment; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Borrower from time to timeAdministrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (d) agrees that it will perform in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share accordance with their terms all of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to obligations which by the terms of this Agreementthe Amended Credit Agreement are required to be performed by it as a Lender. Each Lender acknowledges and agrees that, on and as of the Amendment No. 3 Effective Date, such Lender shall be a Lender under, and for all purposes of, the Borrower may borrowAmended Credit Agreement and the other Loan Documents, repay and reborrow Revolving Loans at any time shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (iii) On the Amendment No. 3 Effective Date, (a) the Borrowers shall pay to the Administrative Agent, for the account of each of the Lenders under the Credit Agreement immediately prior to the Amendment No. 3 Effective Date (each, an “Existing Lender”), all accrued fees and interest under the Credit Agreement to, but not including, the Amendment No. 3 Effective Date, (b) each Existing Lender will, to the extent applicable, automatically and without further act be deemed to have assigned to each Lender party hereto, and each Lender party hereto will, to the extent applicable, automatically and without further act be deemed to have assumed, a portion of such Existing Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations under the Amended Credit Agreement in Letters of Credit and (y) participations under the Amended Credit Agreement in Swing Line Loans, in each case held by each Lender party hereto will equal such Lxxxxx’s Commitment Percentage (after giving effect to this Amendment) and (c) if any Revolving Loan Termination Loans are outstanding under the Credit Agreement immediately prior to the Amendment No. 3 Effective Date, such Revolving Loans shall be prepaid on the Amendment No. 3 Effective Date from the proceeds of a borrowing of Revolving Loans under the Amended Credit Agreement. (biv) Upon Each Lender party hereto agrees that the satisfaction transactions contemplated by this Section 2 shall not be subject to Section 4.12 of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) shall be denominated in Dollars and (ii) shall, at the option Credit Agreement or Section 4.12 of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminateAmended Credit Agreement. (cv) The Loans made Each Issuing Lender acknowledges and agrees that, on and as of the Funding Date or on or before Amendment No. 3 Effective Date, such Issuing Lender shall be an Issuing Lender under, and for all purposes of, the third (3rd) Business Day thereafter shall initially be Floating Rate Loans Amended Credit Agreement and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and Loan Documents, with the Specified L/C Sublimit applicable thereto as set forth in the definition Amended Credit Agreement, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option have all rights of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loansan Issuing Lender thereunder. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon Subject to and upon the satisfaction terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each an “Initial Term Loan” and collectively the “Initial Term Loans”) to the Borrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, with the first such Interest Period to begin no sooner than three Business Days (nor later than five Business Days) after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions precedent set forth in Sections 5.01 herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and 5.02, as applicable, from and including time to time on or after the Funding Initial Borrowing Date and prior to the Revolving Loan Termination Maturity Date, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower Borrower, be incurred and main-tained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to clause an Interest Period of one month which begins on the same day, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggre-gate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclu-sive of Unpaid Drawings which are repaid with the proceeds of, and simul-tan-eously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incur-rence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) belowSubject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggre-gate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last para-graph of Section 10), in which case one or more Borrowings of Revolving Loans consti-tut-ing Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immedi-ately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions speci-fied in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date other-wise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would other-wise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstand-ing Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respec-tive partici-pa-tion is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of partici-pa-tions pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of partici-pa-tion purchased for each day from and includ-ing the day upon which the Mandatory Borrowing would otherwise have occurred to but exclud-ing the date of payment for such participation at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) Subject to Section 1.14, the other terms and conditions set forth herein and the relevant Incremental Term Loan Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans” and, together with the Initial Term Loans, the “Term Loans”) to the Borrower, which Incremental Term Loans: (i) may be incurred from time to time on or after the Syndication Date and prior to the Revolving Loan Maturity Date; (ii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect , provided that all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; (iii) shall be made by each such Lender in that aggre-gate prin-ci-pal amount which does not exceed the Incremental Term Loan Commitment of such Lender (as set forth in the relevant Incremental Term Loan Commitment Agreement) on the respec-tive Incremental Term Loan Borrowing Date, (iv) shall be added to then outstanding borrowings of Initial Term Loans as provided in Section 1.14(c) and (v) shall not exceed $125,000,000 in aggre-gate principal amount for all Incremental Term Loans made by all Incremental Term Loan Lenders pursuant to this Agreement and the various Incremental Term Loan Commitment Agreements. Once prepaid or repaid, Incremental Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth herein (including, without limitation, the conditions set forth in this AgreementSection 7), (I) each Existing Commitment (as in effect on the Restatement Effective Date immediately prior to make giving effect thereto) of each Existing Lender is hereby continued on the Restatement Effective Date into a Commitment of such Existing Lender, and (II) each Lender severally agrees (A) that, on the Restatement Effective Date, each Existing Loan made by each Existing Lender to a Borrower pursuant to the Existing Facility Agreement and outstanding on the Restatement Effective Date shall continue as a revolving loan, without novation, owing by such Borrower (each, a “Continued Loan”) and (B) subject to and upon the terms and conditions set forth herein (including, without limitation, the conditions set forth in Sections 7.01, 7.02 and 7.03) each Lender with a Commitment severally agrees to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Maturity Date, a revolving loan or revolving loans to the each Borrower from time to time(together with each Continued Loan, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and, and collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans Loans: (i) shall be denominated made and maintained in Dollars and the respective Available Currency permitted for the Borrowers, as the case may be; (ii) except as hereafter provided, shall, at the option of the Borrower and subject to clause (c) belowBorrowers, be incurred and maintained asas one or more Borrowings of U.S. Dollar Loans, and/or converted intoAustralian Dollar Loans, Floating Rate Sterling Loans or Eurodollar Rate Euro Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Loans made as part of the same Borrowing shall at all times consist of Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any such Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (v) the Individual Exposure of such Lender to exceed the amount of its Commitment at such time, (w) the Aggregate Exposure to exceed the Total Commitment at such time, (x) the Aggregate Exposure (other than the French Locally Supported Aggregate Exposure) to exceed the UK/AUS Borrowing Base, (y) the Aggregate Exposure plus the principal amount of any outstandings under the Local Law Financings (for this purpose, using the Pounds Sterling Equivalent of amounts not denominated in Pounds Sterling) to exceed the Aggregate Cap Amount, or (z) the outstanding amount of Loans made to the Australian Borrower to exceed the Australian Borrowing Limit; and (v) which are denominated in Australian Dollars, Pounds Sterling or Euros and are required to be made by a Participating Specified Foreign Currency Lender, shall, subject to Section 15, be made by the Fronting Lender. Amounts repaid Notwithstanding anything to the contrary in this Section 2.01(a), no Loans may be made or prepaid remain outstanding to any Borrower that is a U.S. Obligor (other than Loans to the French Borrower made in respect of the Term French Borrowing Base) to the extent that (i) during the period from January 1 to May 31 of any year, the aggregate principal amount of Loans may not be reborrowed. Upon to Borrowers that are U.S. Obligors (other than Loans to the funding French Borrower made in respect of the Term Loans on French Borrowing Base) would exceed £25,000,000, and (ii) during the Funding Dateperiod from June 1 to December 31 of any year, the Term Loan Commitments shall terminateaggregate principal amount of Loans to Borrowers that are U.S. Obligors (other than Loans to the French Borrower made in respect of the French Borrowing Base) would exceed £75,000,000. (cb) The Loans made on Notwithstanding anything to the Funding Date contrary in Section 2.01(a), Section 7.03 or on elsewhere in this Agreement, the Co-Collateral Agents shall have the right to establish Reserves in such amounts, and with respect to such matters, as the Co-Collateral Agents in their Permitted Discretion shall deem necessary or before the third appropriate, against any Borrowing Base (3rdwhich Reserves shall reduce such then existing applicable Borrowing Base in an amount equal to such Reserves); provided that such Reserves shall not be established or changed except upon not less than five (5) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject Days’ notice to the other conditions Borrowers (during which period the Co-Collateral Agents shall be available to discuss any such proposed Reserve with the Borrowers) and limitations therein set forth and set forth in this Article 2 and set forth in during which such five Business Day period the definition of Interest PeriodBorrowers shall be unable to borrow an amount equal to such proposed Reserves; provided, howeverfurther, that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology of calculation previously utilized (such as, but not limited to, Customer Credit Liabilities), or (2) changes to Reserves or the establishment of additional Reserves if a Material Adverse Effect under clause (y) of the Borrower delivers definition thereof has occurred or it would be reasonably likely that a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to Material Adverse Effect under clause (y) of the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on definition thereof would occur were such Reserves not changed or before the third (3rd) Business Day established prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) On the Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share expiration of such Advancefive Business Day period.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02herein, each Lender with an Initial Term Lender Loan Commitment severally agrees to make a single term loan (each individually, a “an Initial Term Loan” and, collectively, the “Loan or Initial Term Loans”) Loans to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Initial Term Loans (i) shall be denominated in Dollars and incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating one or more Borrowings of Base Rate Loans or Eurodollar LIBO Rate Loans. Amounts repaid or prepaid , provided that except as otherwise specifically provided in respect Section 3.01(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(d)). Once repaid, Initial Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (cb) The Loans made on Subject to and upon the Funding Date or on or before the third terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointly, to make revolving credit loans denominated in U.S. Dollars and Alternative Currencies (3rd“Revolving Loans”) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions Borrower, at any time and limitations therein set forth from time to time on and set forth in this Article 2 and set forth in after the definition Closing Date until the earlier of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) one Business Day prior to the Funding Date, Maturity Date and the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option termination of the Borrower, selected Commitment of such Revolving Lender in accordance with Section 2.09the terms hereof, either Floating Rate in an aggregate principal amount at any time outstanding that will not result in such Xxxxxx’s Revolving Exposure exceeding such Lender’s Revolving Commitment; provided that in no event at the time of any Borrowing of Alternative Currency Loans or Eurodollar Rate Loans. (d) On shall the Maturity Dateaggregate Revolving Exposure of all Revolving Lenders denominated in Euros and Pounds Sterling exceed the Alternative Currency Sublimit. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrower shall repay in full the outstanding principal balance of the may borrow, pay or prepay and reborrow Revolving Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance.

The Commitments. (a) Upon Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 5.01 herein, each Lender severally agrees to make, at any time and 5.02, as applicable, from and including time to time on or after the Funding Initial Borrowing Date and prior to the Revolving Loan Termination DateMaturity Date for its Revolving Loan Commitment, each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make a revolving loan or revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan CommitmentBorrower, which Term Revolving Loans (i) shall be denominated in Dollars and the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower and subject to clause (c) belowBorrower, be incurred and maintained as, and/or converted into, Floating Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Eurodollar Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans. Amounts , (ii) shall be denominated in Dollars, (iii) may be repaid or prepaid and reborrowed in respect accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the Term Loans may proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be reborrowed. Upon obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the funding Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the Term Loans on outstanding Swingline Loans, and (ii) the Funding DateSwingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Term Loan Commitments Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall terminatehave received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) The On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the Funding Date or on or before the third (3rd) immediately succeeding Business Day thereafter by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall initially be Floating Rate applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 2.09 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and subject to (v) the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in amount of the definition of Interest Period; provided, however, Borrowing Base or Total Commitment at such time. In the event that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders any Mandatory Borrowing cannot for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans any reason be made on the Funding Date may date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be Eurodollar Rate Loans. necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans made shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the Funding Date time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall bebe required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the option of overnight Federal Funds Rate for the Borrower, selected in accordance with Section 2.09, either Floating first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Eurodollar Rate Loanshereunder for each day thereafter. (d) On Notwithstanding anything to the Maturity Datecontrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(o) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations, or (iii) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, expenses and Fees, in the event the Borrower is unable to comply with (A) the Borrowing Base limitations set forth in Sections 2.01(a) or (B) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Commitment at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrower shall repay in full have no right to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the outstanding principal balance of the Loans. Each Advance under this Lenders pursuant to Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of such Advance2.04.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender severally agrees to make revolving loans to the Borrower make, at any time and from time to timetime on or after the Original Closing Date and prior to the Maturity Date of the relevant Class of Commitments, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on (the Funding Date the principal amount of such Term Lender’s Term Loan Commitment“Facility”), which Term Loans Loans: (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected bear interest in accordance with Section 2.092.07, either Floating Rate Loans or Eurodollar Rate Loans. (diii) On may be repaid and reborrowed in accordance with the Maturity Dateprovisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Percentage under the Facility and (y) the aggregate amount of all Letters of Credit Outstanding under the Facility (exclusive of Unpaid Drawings under the Facility which are repaid with the proceeds of, and simultaneously with the incurrence of, the Borrower shall repay respective incurrence of Loans), at such time equals the Commitment of such Lender under the Facility at such time. All Loans made will be made by all Lenders in full the outstanding principal balance of the Loans. Each Advance under accordance with this Section 2.01 shall consist of until the Non-Extended Commitment Maturity Date; thereafter, all Loans made will be made by each applicable Lender ratably the Extending Lenders in proportion accordance with this Section 2.01. For the avoidance of doubt, (x) Loans outstanding under the Original Credit Agreement on the Amendment and Restatement Effective Date shall be deemed to such Lender’s be Loans hereunder made pursuant to this Section 2.01.2.01 and (y) Loans outstanding on the Non-Extended Commitment Maturity Date (after giving effect to any mandatory prepayments required pursuant to Section 5.02) shall be deemed have been incurred from the Extending Lenders pro rata on the basis of their respective Pro Rata Share of such AdvancePercentages.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 Subject to and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, each Revolving Lender severally and not jointly agrees, on upon the terms and conditions set forth in this Agreementherein, each Lender severally agrees to make revolving loans to the Borrower make, at any time and from time to timetime after the Closing Date and prior to the Final Maturity Date, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time a revolving loan or revolving loans (each individuallyeach, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Term Lender severally agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on Agent and the Funding Date the principal amount of such Term Lender’s Term Loan Commitmentother Borrowers, which Term Revolving Loans (i) shall be denominated in Dollars and Dollars, (ii) shall, at the option of the Borrower and subject to clause (c) belowAgent, be incurred and maintained as, and/or converted into, Floating Rate ABR Loans or Eurodollar BSBY Rate Loans. Amounts repaid or prepaid ; provided that, except as otherwise specifically provided in respect this Agreement, all Revolving Loans comprising the same Borrowing shall at all times be of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Funding Datesame Type, the Term Loan Commitments shall terminate. (ciii) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 repaid and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Borrower, selected reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time. Notwithstanding anything to the contrary contained in this Section 2.092.01 or the Credit Agreement, either Floating Rate Loans until such time as the Exit Term Loan Credit Agreement and Exit Notes Indenture (or Eurodollar Rate Loans. (dany Permitted Refinancing Indebtedness with respect thereto) On permit the Maturity Dateincurrence of indebtedness under this Agreement in an amount not less than $100,000,000, the Borrower at no time shall repay in full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 Revolving Loans hereunder exceed (and Lenders shall consist not be obligated to make any Loans that would cause the outstanding principal balance of the Revolving Loans made by each applicable Lender ratably in proportion hereunder to such Lender’s respective Pro Rata Share of such Advanceexceed) $90,000,000.