Common use of Cross-Guaranty Clause in Contracts

Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange Act. This Lender New Commitment (this “Lender New Commitment”) is in respect of Amendment No. 4 to the Credit Agreement (the “Amendment”), to be entered into by and among Omaha Holdings LLC, a Delaware limited liability company (“Holdings”), Gates Global LLC (the “Borrower”), the other Guarantors party thereto, the Lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), Credit Suisse AG, Cayman Islands Branch as an Initial B-3 Dollar Term Lender, which will amend that certain Credit Agreement, dated as of July 3, 2014, as amended by Amendment No. 1 dated as of April 7, 2017, as amended by Amendment No. 2 dated as of November 22, 2017, as further amended by Amendment No. 3 dated as of January 24, 2018 (the “Existing Credit Agreement”) and, as amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment. [Check ONLY ONE of the two boxes below] ☐ Each undersigned Lender hereby commits an amount equal to 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender to the Initial B-3 Dollar Term Loans, and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender for Initial B-3 Dollar Term Loans, in an equal aggregate principal amount. By choosing this option each undersigned Lender hereby acknowledges and agrees that (i) the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans, in which case the difference between the current principal amount of such Lender’s Initial B-2 Dollar Term Loans and the allocated principal amount of Initial B-3 Dollar Term Loans, will be prepaid on, and subject to the occurrence of, the Amendment No. 4 Effective Date and (ii) by selecting the Cashless Settlement Option, the undersigned Lender hereby agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each lender that is a Lender on the date hereof, among the Borrower, the Initial B-3 Dollar Term Lender and the Administrative Agent and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof. Notwithstanding anything to the contrary, each undersigned Lender hereby agrees to waive its right to compensation for any amounts owing under Section 3.04 of the Existing Credit Agreement with respect to such Lender’s Initial B-2 Dollar Term Loans.

Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange Act. This Lender New Commitment (this “Lender New Commitment”) is in respect of Amendment No. 4 Pursuant to the Amended and Restated Credit Agreement (the “Amendment”)dated as of July 17, to be entered into by and 2015, among Omaha Holdings LLCSummit Materials, a Delaware limited liability company (“Holdings”), Gates Global LLC (the “Borrower”), the other Guarantors party thereto, the Lenders party several banks and other financial institutions or entities from time to time parties thereto, Credit Suisse AGBank of America, Cayman Islands BranchN.A., as administrative agent (in such capacity, the “Administrative Agent”), Credit Suisse AGCollateral Agent, Cayman Islands Branch as an Initial B-3 Dollar Term Lender, which will amend that certain Credit Agreement, dated as of July 3, 2014, L/C Issuer and Swing Line Lender and the other parties thereto (as amended by Amendment No. 1 dated as of April 7January 19, 2017, as amended by Amendment No. 2 dated as of November 2221, 2017, as further amended by Amendment No. 3 dated as of May 22, 2018, Amendment No. 4 dated as of February 25, 2019, Amendment No. 5 dated as of December 14, 2022, Amendment No. 6 dated January 2410, 2018 (2023 and Amendment No. 7 dated January 12, 2024 and as further amended, restated, modified and supplemented prior to the “Existing Credit Agreement”) and, as amended by the Amendmentdate hereof, the “Amended Credit Agreement”), the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, and not individually, as follows: As of the date hereof, after giving effect to the consummation of the Acquisition and the other transactions contemplated under the Pegasus Acquisition Agreement and Amendment No. 7 to the Credit Agreement, including the making of the Loans under the Credit Agreement on the date hereof, and after giving effect to the application of the proceeds of such Loans: a. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; b. The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; c. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and d. The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used and but not otherwise defined herein shall have the respective meanings given assigned to such terms them in the AmendmentCredit Agreement. [Check ONLY ONE The undersigned is familiar with the business and financial position of the two boxes below] ☐ Each undersigned Lender hereby commits an amount equal to 100% of Borrower and its Subsidiaries. In reaching the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender to the Initial B-3 Dollar Term Loans, and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender for Initial B-3 Dollar Term Loans, conclusions set forth in an equal aggregate principal amount. By choosing this option each undersigned Lender hereby acknowledges and agrees that (i) the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans, in which case the difference between the current principal amount of such Lender’s Initial B-2 Dollar Term Loans and the allocated principal amount of Initial B-3 Dollar Term Loans, will be prepaid on, and subject to the occurrence of, the Amendment No. 4 Effective Date and (ii) by selecting the Cashless Settlement OptionCertificate, the undersigned Lender hereby agrees to has made such other investigations and inquiries as the terms undersigned has deemed appropriate, having taken into account the nature of the “Cashless Roll Letter” posted on or around particular business anticipated to be conducted by the date hereof to each lender that is a Lender on Borrower and its Subsidiaries after consummation of the date hereof, among transactions contemplated by the Borrower, the Initial B-3 Dollar Term Lender Pegasus Acquisition Agreement and the Administrative Agent and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof. Notwithstanding anything to the contrary, each undersigned Lender hereby agrees to waive its right to compensation for any amounts owing under Section 3.04 of the Existing Credit Agreement with respect to such Lender’s Initial B-2 Dollar Term LoansAgreement.

Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange Act. This Lender New Commitment (this “Lender New Commitment”) To: Bank of America, N.A., as Administrative Agent Dedicated Servicing 9▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ – 900 Building Mail Code: NC1-026-06-04 C▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: K▇▇▇▇▇▇ D▇▇▇▇ Phone: 9▇▇-▇▇▇-▇▇▇▇ Email: k▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ Account No.: 1366072250600 Ref: Summit Materials ABA# 0▇▇▇▇▇▇▇▇ Ladies and Gentlemen: Reference is in respect of Amendment No. 4 made to the Credit Agreement (the “Amendment”), to be entered into by Amended and among Omaha Holdings LLC, a Delaware limited liability company (“Holdings”), Gates Global LLC (the “Borrower”), the other Guarantors party thereto, the Lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), Credit Suisse AG, Cayman Islands Branch as an Initial B-3 Dollar Term Lender, which will amend that certain Restated Credit Agreement, dated as of July 317, 2014, 2015 (as amended by Amendment No. 1 dated as of April 7January 19, 2017, as amended by Amendment No. 2 dated as of November 2221, 2017, as further amended by Amendment No. 3 dated as of January 24May 22, 2018 (the “Existing Credit Agreement”) and2018, Amendment No. 4 dated as amended by the Amendmentof February 25, 2019 and Amendment No. 5 dated as of December 14, 2022 and as further amended, modified, refinanced and/or restated from time to time, the “Amended Credit Agreement”), among Summit Materials, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and the lenders party thereto from time to time. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given assigned to such terms in the AmendmentCredit Agreement. The undersigned Borrower hereby requests (select one): ¨ A Revolving Credit Borrowing ¨ A conversion of Revolving Credit Loans made on ¨ A continuation of Term SOFR Rate Loans made on to be made on the terms set forth below: (A) Class of Borrowing1 (B) Date of Borrowing, conversion or continuation (which is a Business Day) (C) Principal amount2 (D) Type of Loan3 (E) Interest Period and the last day thereof4 (F) Location and number of B▇▇▇▇▇▇▇’s account to which proceeds of Borrowings are to be disbursed: The above request complies with the notice requirements set forth in the Credit Agreement. [Check ONLY ONE of the two boxes below] ☐ Each The undersigned Lender Borrower hereby commits an amount equal represents and warrants to 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender to the Initial B-3 Dollar Term Loans, and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender for Initial B-3 Dollar Term Loans, in an equal aggregate principal amount. By choosing this option each undersigned Lender hereby acknowledges and agrees that (i) the Administrative Agent mayand the Lenders that, in its sole discretion, elect not to exchange any amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans or to exchange (on a cashless basis) less than 100% and as of the principal amount date of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans, in which case the difference between the current principal amount of such Lender’s Initial B-2 Dollar Term Loans and the allocated principal amount of Initial B-3 Dollar Term Loans, will be prepaid on, and subject Borrowing related to the occurrence ofthis Committed Loan Notice, the Amendment No. 4 Effective Date conditions specified in Section 4.02(i) and (ii) by selecting the Cashless Settlement Option, the undersigned Lender hereby agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof Credit Agreement have been satisfied.]5 [The undersigned Borrower hereby represents and warrants to each lender that is a Lender on the date hereof, among the Borrower, the Initial B-3 Dollar Term Lender and the Administrative Agent and shall be a party to such “Cashless Roll Letter”the Lenders that, on and be bound thereby, for all purposes hereof and thereof. Notwithstanding anything to the contrary, each undersigned Lender hereby agrees to waive its right to compensation for any amounts owing under Section 3.04 as of the Existing date of the Borrowing related to this Committed Loan Notice, the conditions specified in Section 2.14(d) of the Credit Agreement with respect to such Lender’s Initial B-2 Dollar Term Loans.have been satisfied.]6

Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange Act. This Lender New Commitment THIS CO-BORROWER JOINDER AGREEMENT (this “Lender Agreement”), dated as of [ ], 20[ ], is entered into between [ ] (the “New CommitmentCo-Borrower”), and Credit Suisse AG, Cayman Islands Branch, in its capacity as Administrative Agent and Collateral Agent (the “Agent”) is in respect under that certain Credit Agreement, dated as of July 3, 2014 (as amended by Amendment No. 4 1, dated as of April 7, 2017, Amendment No. 2, dated as of November 22, 2017, Amendment No. 3, dated as of January 24, 2018, Amendment No. 4, dated as of February 24, 2021, Amendment No. 5, dated as of November 18, 2021, Amendment No. 6, dated as of [•], 2022, and as may be further amended, amended and restated, supplemented or modified from time to time, the “Credit Agreement Agreement”), among Gates Global LLC (the “AmendmentExisting Borrower”), to be entered into by and among Omaha Holdings LLC, a Delaware limited liability company (“Holdings”), Gates Global LLC (the “Borrower”), the other Guarantors party thereto, the Lenders party theretothereto from time to time, Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), Credit Suisse AGCollateral Agent, Cayman Islands Branch as an Initial B-3 Dollar Term LenderSwing Line Lender and L/C Issuer, which will amend that certain Credit Agreement, dated as of July 3, 2014, as amended by Amendment Noeach L/C Issuer and each Lender from time to time party thereto. 1 dated as of April 7, 2017, as amended by Amendment No. 2 dated as of November 22, 2017, as further amended by Amendment No. 3 dated as of January 24, 2018 (the “Existing Credit Agreement”) and, as amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms used and not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to such terms them in the AmendmentCredit Agreement. [Check ONLY ONE The New Co-Borrower and the Agent, for the benefit of the two boxes belowLenders, hereby agree as follows: 1. Under the Credit Agreement, the [Initial Dollar B-4 Term] ☐ Each undersigned Lender hereby commits an amount equal to 100% of Lenders have agreed, upon the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender to the Initial B-3 Dollar Term Loans, and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender for Initial B-3 Dollar Term Loans, in an equal aggregate principal amount. By choosing this option each undersigned Lender hereby acknowledges and agrees that (i) the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans, in which case the difference between the current principal amount of such Lender’s Initial B-2 Dollar Term Loans and the allocated principal amount of Initial B-3 Dollar Term Loans, will be prepaid on, terms and subject to the occurrence ofconditions set forth therein, to make Loans available to the Borrowers. The Existing Borrower and the New Co-Borrower desire that the New Co-Borrower become a Borrower under the Credit Agreement. 2. The New Co-Borrower represents that (x) the New Co-Borrower is, and after giving effect to this Agreement will continue to be, a Subsidiary Guarantor, (y) the New Co-Borrower is a wholly owned Restricted Subsidiary of Holdings and (z) the New Co-Borrower is being added as a Borrower in respect of the [Initial B-4 Dollar Term Loans]. 3. Upon execution of this Agreement by each of the Existing Borrower, Holdings, the Amendment No. 4 Effective Date and (ii) by selecting the Cashless Settlement Option, the undersigned Lender hereby agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each lender that is a Lender on the date hereof, among the Borrower, the Initial B-3 Dollar Term Lender New Co-Borrower and the Administrative Agent and Agent, the New Co-Borrower shall be a party to such the Credit Agreement as a Co-Borrower and shall constitute a “Cashless Roll Letter”Borrower” as provided in the definition thereof, and be bound thereby, for all purposes hereof and thereof. Notwithstanding anything to the contrary, each undersigned Lender New Co-Borrower hereby agrees to waive its right to compensation for any amounts owing under Section 3.04 be bound by all provisions of the Existing Credit Agreement. 4. The New Co-Borrower (i) affirms and confirms its prior pledges and grants of Liens on the Collateral under the Collateral Documents to secure the Obligations and (ii) agrees that each of Collateral Document to which it is a party, and all Liens granted by it under the Collateral Documents, shall continue to be in full force and effect, after giving effect to this Agreement with respect and shall secure the Obligations after giving effect to such Lender’s Initial B-2 Dollar Term Loansthis Agreement. 5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic communication shall be effective as delivery of a manually signed counterpart of this Agreement. 6. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, an agreement for the benefit of each Specified Guarantor for all purposes of the Commodity Exchange Act. This Lender New Commitment To: Bank of America, N.A. Gateway Village – 900 Building ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: NC1-026-06-04 Charlotte, NC, 28255-0001 Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇.▇▇▇.▇▇▇▇ Facsimile: 704.719.8127 Electronic Mail: ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ Ladies and Gentlemen: Reference is made to the Second Amended and Restated Credit Agreement dated as of July 9, 2021 (this “Lender New Commitment”) is in respect of as amended by Amendment No. 4 1, dated as of June 9, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to the Credit Agreement (time, the “AmendmentCredit Agreement”), to be entered into by and among Omaha Holdings LLCAPX Group, Inc., a Delaware limited liability company (“Holdings”), Gates Global LLC corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party theretothereto from time to time, the Lenders party theretoBank of America, Credit Suisse AG, Cayman Islands BranchN.A., as administrative agent Administrative Agent, Swing Line Lender and an L/C Issuer, and each of the entities from time to time party thereto as lenders (in such capacitycollectively, the “Administrative Agent”)Lenders” and individually, Credit Suisse AG, Cayman Islands Branch as an Initial B-3 Dollar Term a “Lender, which will amend that certain Credit Agreement, dated as of July 3, 2014, as amended by Amendment No. 1 dated as of April 7, 2017, as amended by Amendment No. 2 dated as of November 22, 2017, as further amended by Amendment No. 3 dated as of January 24, 2018 (the “Existing Credit Agreement”) and, as amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given assigned to such terms in the AmendmentCredit Agreement. The undersigned Borrower hereby requests (select one): ☐ A Borrowing of new Loans ☐ A conversion of Loans made on _____________________________ ☐ A continuation of [Check ONLY ONE of the two boxes belowTerm SOFR Loans][Eurocurrency Rate Loans] ☐ Each undersigned Lender hereby commits an amount equal made on _____________________________ to 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender to the Initial B-3 Dollar Term Loans, and agrees to exchange (be made on a cashless basis) 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender for Initial B-3 Dollar Term Loans, in an equal aggregate principal amount. By choosing this option each undersigned Lender hereby acknowledges and agrees that (i) the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans, in which case the difference between the current principal amount of such Lender’s Initial B-2 Dollar Term Loans and the allocated principal amount of Initial B-3 Dollar Term Loans, will be prepaid on, and subject to the occurrence of, the Amendment No. 4 Effective Date and (ii) by selecting the Cashless Settlement Option, the undersigned Lender hereby agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each lender that is a Lender on the date hereof, among the Borrower, the Initial B-3 Dollar Term Lender and the Administrative Agent and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof. Notwithstanding anything to the contrary, each undersigned Lender hereby agrees to waive its right to compensation for any amounts owing under Section 3.04 of the Existing Credit Agreement with respect to such Lender’s Initial B-2 Dollar Term Loans.set forth below: