Common use of UK Term Notes Clause in Contracts

UK Term Notes. The UK Borrower previously authorized and issued to the Lenders senior secured term notes denominated in Dollars in the aggregate principal amount of the Maximum UK Commitment (as defined in the Fourth Amended and Restated Financing Agreement), dated the date of issue thereof, maturing on the Maturity Date (as defined in the Fourth Amended and Restated Financing Agreement), bearing interest as provided in Section 2.2 below and in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED forms of Exhibit A-2(a) to the Fourth Amended and Restated Financing Agreement and Exhibit A-2(a) hereto (the “UK Term Notes (USD)”) and Exhibit A-2(b) to the Fourth Amended and Restated Financing Agreement and Exhibit A-2(b) hereto (the “UK Term Notes (USD)”). A portion of the Maximum UK Commitment under the UK Term Notes was previously advanced to the UK Borrower by the Lenders as is set forth opposite such Lender’s or the applicable Holders’ name in column four (4) of Section 2(a) (UK Term Notes (USD) and column four (4) of Section 2(b) (UK Term Notes (GBP) of the Schedule of Lenders attached hereto. The aggregate outstanding principal amount of UK Term Notes (USD) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column four (4) of Section 2(a) (UK Term Notes (USD)) of the Schedule of Lenders attached hereto. The commitment of each applicable Lender to fund its pro rata share of draws under the UK Term Notes (GBP) as of the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “UK Term Note Commitment”) (provided, that notwithstanding the foregoing to the contrary, the UK Term Note Commitments shall be funded in Dollars instead of Pounds Sterling; provided, that the applicable Lenders shall use best efforts to fund such amounts in Pounds Sterling unless otherwise elected by Agent in its sole discretion (and for the avoidance of doubt, any amounts requested in Pounds Sterling but funded in Dollars shall be funded in the Dollar Equivalent Amount)) and the aggregate outstanding principal amount of UK Term Notes (GBP) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column four (4) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. To the extent necessary to give effect to the provisions of the preceding sentences, (x) each Person who is a “Lender” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “Existing Lender”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Lender hereunder that was not a “Lender” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each, a “New Lender”), without recourse, representation or warranty (except as set forth below), and each New Lender, severally and not jointly, hereby purchases and assumes from the Existing Lender, effective upon such New Lender’s execution of this Agreement, a percentage interest in the applicable Commitments in amounts required to give effect to the pro rata shares set forth in column three (3) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto and (y) each Person who is a “Holder” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “Existing Holder”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Holder hereunder that was not a “Holder” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each, a “New Holder”), without recourse, representation or warranty (except as set forth below), and each New Holder, severally and not jointly, hereby purchases and assumes from the Existing Holder, effective upon Agent’s execution of this Agreement on the Fifth Restatement Closing Date on its behalf, a percentage interest in the applicable UK Term [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Notes in amounts required to give effect to the pro rata shares set forth in column four (4) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) attached hereto. The Lenders, severally and not jointly, hereby agree by their execution hereof, to effect such inter-Lender transfers in accordance with column three (3) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. As a result of such assignments and acceptances, each Existing Lender is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable Commitments and the applicable New Lenders hereby assume such obligations, covenants and agreements from such Existing Lenders. The New Lenders and the Existing Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The Holders, severally and not jointly, hereby agree by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date, to effect such inter-Holder transfers in accordance with column four (4) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. As a result of such assignments and acceptances, each Existing Holder is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable UK Term Notes and the applicable New Holders hereby assume such obligations, covenants and agreements from such Existing Holders. The New Holders and the Existing Holders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The UK Borrower shall repay the outstanding principal balance of the UK Term Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3. Future draws under the UK Term Notes shall be disbursed as the Borrower Representative shall direct on each borrowing date, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2 below (including, without limitation, a Borrowing Base Certificate delivered in accordance with Section 5.2(g) prior to such disbursement); provided, however, that, after giving effect to any such draw under the UK Term Notes, the aggregate principal amount of all (i) UK Term Notes shall not exceed the Maximum UK Term Note Balance and (ii) First Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof) or less or (B) the thirtieth (30th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of greater than $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof), in each case, or such earlier date as shall be agreed to by the applicable Lenders; provided, further, however, that the Borrower Representative on behalf of the UK Borrower shall be entitled to deliver only two (2) Notices of Borrowing during each calendar month. Each Notice of Borrowing required hereunder (i) shall be irrevocable, (ii) shall specify whether the proposed draw shall be Dollars or Pounds Sterling (it being agreed and understood that draws shall be funded in Dollars provided, that the applicable Lenders shall use best efforts to fund in Pound [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

UK Term Notes. The UK Borrower previously authorized and issued to the Lenders on the Original Restatement Closing Date senior secured term notes denominated in Dollars in the aggregate principal amount of the Maximum UK Commitment (as defined in the Fourth Amended and Restated Financing Agreement)Commitment, dated the date of issue thereof, maturing on the Maturity Date (as defined in prior to the Fourth Amended and Restated Financing Agreementeffectiveness of the Second Amendment), bearing interest as provided in Section 2.2 below and in the form of Exhibit A-2 to the Original Financing Agreement and Exhibit A-2 hereto. A portion of the Maximum UK Commitment under the UK Term Notes was previously advanced to the UK Borrower by the Lenders under the Original Financing Agreement or Second Amended and Restated Financing Agreement, as applicable, as is set forth opposite such Lender’s name in column four (4) of Section 2 (UK Term Notes) of the Schedule of Lenders attached hereto. The UK Borrower acknowledges and agrees that, as of the Second Amendment Effective Date, immediately prior to giving effect to the transactions contemplated by the Second Amendment, the aggregate outstanding principal balance of the UK Term Notes is $22,800,000 (collectively, the “Existing UK Term Notes”). The UK Borrower hereby (a) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent, the Holders or the Lenders with regard to its Obligations under the UK Term Notes arising prior to the Second Amendment Effective Date and (b) reaffirms its obligation to repay the UK Term Notes in accordance with the terms and provisions of this Agreement and the other Transaction Documents. For purposes of clarification, the entire outstanding principal balance of the Existing UK Term Notes as of the Second Amendment Effective Date shall be deemed to constitute a portion of the outstanding principal balance of the UK Term Notes from and after the Second Amendment Effective Date, without constituting a novation. Effective as of the Second Amendment Effective Date, (a) $15,800,000 of the outstanding principal balance of the Existing UK Term Notes as of the Second Amendment Effective Date shall be converted into, and shall be deemed to constitute a portion of, the outstanding principal balance of the UK Term Notes (USD) denominated in Dollars from and after the Second Amendment Effective Date, which US Term Notes (USD) shall be dated the date of issue thereof, shall mature on the Maturity Date, shall bear interest as provided in Section 2.2 below and shall be in the form of Exhibit A-2(a) to this Agreement (the “UK Term Notes (USD)”), and (b) the remaining $7,000,000 of the outstanding principal balance of the Existing UK Term Notes as of the Second Amendment Effective Date shall be converted into (at the Second Amendment Effective Date UK [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED forms AMENDED. Exchange Rate), and shall be deemed to constitute a portion of, the outstanding principal balance of the UK Term Notes (GBP) denominated in Pounds Sterling from and after the Second Amendment Effective Date, which UK Term Notes (GBP) shall be dated the date of issue thereof, shall mature on the Maturity Date, shall bear interest as provided in Section 2.2 below and shall be in the form of Exhibit A-2(aA-2(b) to the Fourth Amended and Restated Financing this Agreement and Exhibit A-2(a) hereto (the “UK Term Notes (USDGBP)”) and Exhibit A-2(b) ), in each case, without constituting a novation. The commitment of each applicable Lender to fund its pro rata share of draws under the Fourth Amended and Restated Financing Agreement and Exhibit A-2(b) hereto (the “UK Term Notes (USD)”). A portion ) as of the Maximum UK Commitment under the UK Term Notes was previously advanced to the UK Borrower by the Lenders as Second Amendment Effective Date is set forth opposite such Lender’s or the applicable Holders’ name in column four three (43) of Section 2(a) (UK Term Notes (USD) and column four (4) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. The hereto (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “UK Term Note Commitment (USD)”) and the aggregate outstanding principal amount of UK Term Notes (USD) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement the Second Amendment on the Fifth Restatement Closing Second Amendment Effective Date is set forth opposite such Lender’s name in column four (4) of Section 2(a) (UK Term Notes (USD)) of the Schedule of Lenders attached hereto. The commitment of each applicable Lender to fund its pro rata share of draws under the UK Term Notes (GBP) as of the Fifth Restatement Closing Second Amendment Effective Date is set forth opposite such Lender’s name in column three (3) of Section 2(b) (UK US Term Notes (GBP)) of the Schedule of Lenders attached hereto (such amount as the same it may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “UK Term Note CommitmentCommitment (GBP)”) (provided, that notwithstanding the foregoing to the contrary, at Agent’s election in its sole discretion, the UK Term Note Commitments (GBP) shall be funded in Dollars instead of Pounds Sterling; provided, that Sterling and the applicable UK Term Notes (GBP) issued to the applicable Lenders shall use best efforts to fund such amounts be denominated in either Dollars or Pounds Sterling unless otherwise as elected by Agent in its sole discretion (and for the avoidance of doubt, any amounts requested in Pounds Sterling but funded in Dollars shall be funded in the Dollar Equivalent Amount)applicable Lender) and the aggregate outstanding principal amount of UK Term Notes (GBP) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement the Second Amendment on the Fifth Restatement Closing Second Amendment Effective Date is set forth opposite such Lender’s name in column four (4) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. To the extent necessary to give effect to the provisions of the preceding sentencessentence, (x) each Person who is a “Lender” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement the Second Amendment (each an “Existing Lender”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement the Second Amendment on the Fifth Restatement Closing Second Amendment Effective Date to sell and to assign to each Lender hereunder that was not a “Lender” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement the Second Amendment (each, a “New Lender”), without recourse, representation or warranty (except as set forth below), and each New Lender, severally and not jointly, hereby purchases and assumes from the Existing Lender, effective upon such New LenderAgent’s execution of this Agreementthe Second Amendment on the Second Amendment Effective Date on its behalf, a percentage interest in the applicable Commitments in amounts required to give effect to the pro rata shares set forth in column three (3) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) 2 of the Schedule of Lenders attached hereto to the Second Amendment and (y) each Person who is a “Holder” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement the Second Amendment (each an “Existing Holder”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement the Second Amendment on the Fifth Restatement Closing Second Amendment Effective Date to sell and to assign to each Holder hereunder that was not a “Holder” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement the Second Amendment (each, a “New Holder”), without recourse, representation or warranty (except as set forth below), and each New Holder, severally and not jointly, hereby purchases and assumes from the Existing Holder, effective upon Agent’s execution of this Agreement the Second Amendment on the Fifth Restatement Closing Second Amendment Effective Date on its behalf, a percentage interest in the applicable UK Term Notes in amounts required to give effect to the pro rata shares set forth in column four (4) of Section 2 of the Schedule of Lenders attached to the Second Amendment. The [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Notes in amounts required to give effect to the pro rata shares set forth in column four (4) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) attached heretoAMENDED. The Lenders, severally and not jointly, hereby agree by their consent to Agent’s execution hereofof the Second Amendment on the Second Amendment Effective Date, to effect such inter-Lender transfers in accordance with column three (3) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) 2 of the Schedule of Lenders attached heretoto the Second Amendment. As a result of such assignments and acceptances, each Existing Lender is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable Commitments and the applicable New Lenders hereby assume such obligations, covenants and agreements from such Existing Lenders. The New Lenders and the Existing Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The Holders, severally and not jointly, hereby agree by their consent to Agent’s execution of this Agreement the Second Amendment on the Fifth Restatement Closing Second Amendment Effective Date, to effect such inter-Holder transfers in accordance with column four (4) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) 2 of the Schedule of Lenders attached heretoto the Second Amendment. As a result of such assignments and acceptances, each Existing Holder is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable UK Term Notes and the applicable New Holders hereby assume such obligations, covenants and agreements from such Existing Holders. The New Holders and the Existing Holders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The UK Borrower shall repay the outstanding principal balance of the UK Term Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3. Future draws under the UK Term Notes (USD) and UK Term Notes (GBP) shall be disbursed as the Borrower Representative shall direct on each borrowing date, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2 below (including, without limitation, a Borrowing Base Certificate delivered in accordance with Section 5.2(g) prior to such disbursement); provided, however, that, after giving effect to any such draw under the UK Term Notes, the aggregate principal amount of all (i) UK Term Notes (USD) shall not exceed the Maximum UK Term Note Balance Commitment (USD), (ii) UK Term Notes (GBP) shall not exceed the Maximum UK Term Note Commitment (GBP), (iii) UK Term Notes shall not exceed the Maximum UK Commitment and (iiiv) First Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof) or less or (B) the thirtieth (30th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of greater than $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof), in each case, or such earlier date as shall be agreed to by the applicable Lenders; provided, further, however, that the Borrower Representative on behalf of the UK Borrower shall be entitled to deliver only two (2) Notices of Borrowing during each calendar month. Each Notice of Borrowing required hereunder (i) shall be irrevocable, (ii) shall specify whether the proposed draw shall be Dollars under the UK Term Notes (USD) or Pounds Sterling the UK Term Notes (it being agreed and understood that draws GBP), (iii) the amount of the proposed draw (which shall be funded in Dollars providedincrements of not less than $100,000 (or in the case of a requested draw denominated in Pounds Sterling, that the Dollar Equivalent thereof)), (iv) shall specify the proposed borrowing date for such proposed draw, which shall be a Permitted Draw Date and (v) shall specify wire transfer instructions in accordance with which such draw under the applicable Lenders UK Term Notes shall use best efforts to fund in Pound be funded. Upon receipt of any such Notice of Borrowing, the Agent shall promptly [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

UK Term Notes. The UK Borrower previously has authorized and issued the issuance to the Lenders on the Restatement Closing Date of senior secured term notes denominated in Dollars in the aggregate principal amount of the Maximum UK Commitment (as defined in the Fourth Amended and Restated Financing Agreement)Term Note Commitment, to be dated the date of issue thereof, maturing to mature on the Maturity Date (as defined in the Fourth Amended and Restated Financing Agreement)Date, bearing to bear interest as provided in Section 2.2 below and to be in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED forms form of Exhibit A-2(a) to the Fourth Amended and Restated Financing Agreement and Exhibit A-2(a) A-2 hereto (the “UK Term Notes (USD)”) Notes” and Exhibit A-2(b) to collectively with the Fourth Amended and Restated Financing Agreement and Exhibit A-2(b) hereto (US Term Notes, the “UK Term Notes (USD)First Out Notes”). A portion of the Maximum UK Commitment under the UK Term Notes was previously advanced to the UK Borrower by the Lenders as is set forth opposite such Lender’s or the applicable Holders’ name in column four (4) of Section 2(a) (UK Term Notes (USD) and column four (4) of Section 2(b) (UK Term Notes (GBP) of the Schedule of Lenders attached hereto. The aggregate outstanding principal amount of UK Term Notes (USD) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column four (4) of Section 2(a) (UK Term Notes (USD)) of the Schedule of Lenders attached hereto. The commitment of each applicable Lender to fund its pro rata share of draws under the UK Term Notes (GBP) as of the Fifth Restatement Closing Effective Date is set forth opposite such Lender’s name in column three (3) of Section 2(b) 2 (UK Term Notes (GBP)Notes) of the Schedule of Lenders attached hereto (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “UK Term Note Commitment”) (provided, that notwithstanding the foregoing to the contrary, the UK Term Note Commitments shall be funded in Dollars instead of Pounds Sterling; provided, that the applicable Lenders shall use best efforts to fund such amounts in Pounds Sterling unless otherwise elected by Agent in its sole discretion (and for the avoidance of doubt, any amounts requested in Pounds Sterling but funded in Dollars shall be funded in the Dollar Equivalent Amount)) and the aggregate outstanding principal amount of UK Term Notes (GBP) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column four (4) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. To the extent necessary to give effect to the provisions of the preceding sentences, (x) each Person who is a “Lender” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “Existing Lender”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Lender hereunder that was not a “Lender” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each, a “New Lender”), without recourse, representation or warranty (except as set forth below), and each New Lender, severally and not jointly, hereby purchases and assumes from the Existing Lender, effective upon such New Lender’s execution of this Agreement, a percentage interest in the applicable Commitments in amounts required to give effect to the pro rata shares set forth in column three (3) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto and (y) each Person who is a “Holder” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “Existing Holder”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Holder hereunder that was not a “Holder” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each, a “New Holder”), without recourse, representation or warranty (except as set forth below), and each New Holder, severally and not jointly, hereby purchases and assumes from the Existing Holder, effective upon Agent’s execution of this Agreement on the Fifth Restatement Closing Date on its behalf, a percentage interest in the applicable UK Term [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Notes in amounts required to give effect to the pro rata shares set forth in column four (4) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) attached hereto. The Lenders, severally and not jointly, hereby agree by their execution hereof, to effect such inter-Lender transfers in accordance with column three (3) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. As a result of such assignments and acceptances, each Existing Lender is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable Commitments and the applicable New Lenders hereby assume such obligations, covenants and agreements from such Existing Lenders. The New Lenders and the Existing Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The Holders, severally and not jointly, hereby agree by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date, to effect such inter-Holder transfers in accordance with column four (4) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. As a result of such assignments and acceptances, each Existing Holder is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable UK Term Notes and the applicable New Holders hereby assume such obligations, covenants and agreements from such Existing Holders. The New Holders and the Existing Holders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The UK Borrower shall repay the outstanding principal balance of the UK Term Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3. Future draws Draws under the UK Term Notes shall be disbursed as the Borrower Representative shall direct on each borrowing date, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2 below (including, without limitation, a Borrowing Base Certificate delivered in accordance with Section 5.2(g) prior to such disbursement); provided, however, that, after giving effect to any such draw under the UK Term Notes, the aggregate principal amount of all (i) UK Term Notes shall not exceed the Maximum UK Term Note Balance Commitment and (ii) First Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15th) day prior to the proposed borrowing date upon which the UK Term Note Borrower desires to make a draw under the UK Term Notes in an amount of $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof) or less or (B) the thirtieth (30th) day prior to the proposed borrowing date upon which the UK Term Note Borrower desires to make a draw under the UK Term Notes in an amount of greater than $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof)10,000,000, in each case, or such earlier date as shall be agreed to by the applicable Lenders; provided, further, however, that the Borrower Representative on behalf of the UK Term Note Borrower shall be entitled to deliver only two (2) Notices of Borrowing during each calendar month. Each Notice of Borrowing required hereunder (i) shall be irrevocable, (ii) shall specify whether the proposed draw shall be Dollars or Pounds Sterling (it being agreed and understood that draws shall be funded in Dollars provided, that the applicable Lenders shall use best efforts to fund in Pound [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 406 OF THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED. during each calendar month. Each Notice of Borrowing required hereunder (i) shall be irrevocable, (ii) shall specify the amount of the proposed draw (which shall be in increments of not less than $100,000) under the UK Term Notes, (iii) shall specify the proposed borrowing date for such proposed draw, which shall be a Permitted Draw Date and (iv) shall specify wire transfer instructions in accordance with which such draw under the UK Term Notes shall be funded. Upon receipt of any such Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender’s pro rata share of the proposed borrowing under the UK Term Notes (determined on the basis of such Lender’s UK Term Note Commitment relative to the aggregate UK Term Note Commitment of all Lenders and, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender holding a UK Term Note Commitment shall fund its pro rata share of the proposed borrowing under the UK Term Notes on the applicable Permitted Draw Date in immediately available funds in accordance with the terms of such Notice of Borrowing. Notwithstanding anything to the contrary herein, for purposes of clarification, it is hereby agreed that during each calendar month there shall be only, and the Borrower Representative on behalf of the UK Term Note Borrower shall not be entitled to specify more than, two (2) Permitted Draw Dates.

UK Term Notes. The UK Borrower previously authorized and issued to the Lenders senior secured term notes denominated in Dollars in the aggregate principal amount of the Maximum UK Commitment (as defined in the Fourth Amended and Restated Financing Agreement), dated the date of issue thereof, maturing on the Maturity Date (as defined in the Fourth Amended and Restated Financing Agreement), bearing interest as provided in Section 2.2 below and in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED forms of Exhibit A-2(a) to the Fourth Amended and Restated Financing Agreement and Exhibit A-2(a) hereto (the “UK Term Notes (USD)”) and Exhibit A-2(b) to the Fourth Amended and Restated Financing Agreement and Exhibit A-2(b) hereto (the “UK Term Notes (USD)”). A portion of the Maximum UK Commitment under the UK Term Notes was previously advanced to the UK Borrower by the Lenders as is set forth opposite such Lender’s or the applicable Holders’ name in column four (4) of Section 2(a) (UK Term Notes (USD) and column four (4) of Section 2(b) (UK Term Notes (GBP) of the Schedule of Lenders attached hereto. The aggregate outstanding principal amount of UK Term Notes (USD) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column four (4) of Section 2(a) (UK Term Notes (USD)) of the Schedule of Lenders attached hereto. The commitment of each applicable Lender to fund its pro rata share of draws under the UK Term Notes (GBP) as of the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “UK Term Note Commitment”) (provided, that notwithstanding the foregoing to the contrary, the UK Term Note Commitments shall be funded in Dollars instead of Pounds Sterling; provided, that the applicable Lenders shall use best efforts to fund such amounts in Pounds Sterling unless 45 otherwise elected by Agent in its sole discretion (and for the avoidance of doubt, any amounts requested in Pounds Sterling but funded in Dollars shall be funded in the Dollar Equivalent Amount)) and the aggregate outstanding principal amount of UK Term Notes (GBP) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing Date is set forth opposite such Lender’s name in column four (4) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. To the extent necessary to give effect to the provisions of the preceding sentences, (x) each Person who is a “Lender” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “Existing Lender”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Lender hereunder that was not a “Lender” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each, a “New Lender”), without recourse, representation or warranty (except as set forth below), and each New Lender, severally and not jointly, hereby purchases and assumes from the Existing Lender, effective upon such New Lender’s execution of this Agreement, a percentage interest in the applicable Commitments in amounts required to give effect to the pro rata shares set forth in column three (3) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto and (y) each Person who is a “Holder” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “Existing Holder”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Holder hereunder that was not a “Holder” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each, a “New Holder”), without recourse, representation or warranty (except as set forth below), and each New Holder, severally and not jointly, hereby purchases and assumes from the Existing Holder, effective upon Agent’s execution of this Agreement on the Fifth Restatement Closing Date on its behalf, a percentage interest in the applicable UK Term [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Notes in amounts required to give effect to the pro rata shares set forth in column four (4) of Section 2(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) attached hereto. The Lenders, severally and not jointly, hereby agree by their execution hereof, to effect such inter-Lender transfers in accordance with column three (3) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. As a result of such assignments and acceptances, each Existing Lender is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable Commitments and the applicable New Lenders hereby assume such obligations, covenants and agreements from such Existing Lenders. The New Lenders and the Existing Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The Holders, severally and not jointly, hereby agree by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date, to effect such inter-Holder transfers in accordance with column four (4) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. As a result of such assignments and acceptances, each Existing Holder is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable UK Term Notes and the applicable New Holders hereby assume such obligations, covenants and agreements from such Existing Holders. The New Holders and the Existing Holders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The UK Borrower shall repay the outstanding principal balance of the UK Term Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3. Future draws under the UK Term Notes shall be disbursed as the Borrower Representative shall direct on each borrowing date, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2 below (including, without limitation, a Borrowing Base Certificate delivered in accordance with Section 5.2(g) prior to such disbursement); provided, however, that, after giving effect to any such draw under the UK Term Notes, the aggregate principal amount of all (i) UK Term Notes shall not exceed the Maximum UK Term Note Balance and (ii) First Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof) or less or (B) the thirtieth (30th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of greater than $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof), in each case, or such earlier date as shall be agreed to by the applicable Lenders; provided, further, however, that the Borrower Representative on behalf of the UK Borrower shall be entitled to deliver only two (2) Notices of Borrowing during each calendar month. Each Notice of Borrowing required hereunder (i) shall be irrevocable, (ii) shall specify whether the proposed draw shall be Dollars or Pounds Sterling (it being agreed and understood that draws shall be funded in Dollars provided, that the applicable Lenders shall use best efforts to fund in Pound [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDNew