Common use of New Revolving Commitments Clause in Contracts

New Revolving Commitments. (a) Each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the “New Revolving Lenders”) hereby agrees to (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. (c) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) (x) the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” under the Amended and Restated Credit Agreement and (y) each Revolving Loan in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Revolving Loans, Swingline Loans and Letters of Credit outstanding immediately prior to the Refinancing Facility Agreement Effective Date shall constitute Revolving Loans, Swingline Loans and Letters of Credit incurred or issued, as the case may be, pursuant to the Amended and Restated Credit Agreement, with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Effective Date, it shall be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and 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.

New Revolving Commitments. Upon delivery of an Activation Notice to the Administrative Agent, on or after the Sixth Amendment Effective Date but on or before May 1, 2009 (a) Each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (such date, the “New Revolving LendersCommitment Effective Date”), each of the Persons identified on Schedule 2.15(d) hereby severally agrees to (i) provide a New make Revolving Commitment Commitments in the amount set forth on Schedule 2.15(d) opposite such Person’s name on Schedule 2.01 attached hereto under in the heading column “New Revolving CommitmentCommitments” (such Revolving Commitments, the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and , which New Revolving Commitments shall be in the Amended and Restated Credit Agreement, (ii) the terms replacement of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all outstanding Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts delivery of the Revolving Lenders with Activation Notice; such outstanding Revolving Commitments immediately prior to are set forth on Schedule 2.15(d) in the Refinancing Facility Agreement Effective Date under the column “Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to Revolving Commitments” (i) such Revolving Commitments, (ii) the “Existing Revolving Commitments”)). The Borrowers shall prepay any outstanding Revolving Loans outstanding under the Existing Revolving Commitments on the New Revolving Commitment Effective Date (and (iiipay any additional amounts required pursuant to Section 3.05) any outstanding Swingline Loans. (c) Subject to and all Existing Revolving Commitments shall be terminated on the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement New Revolving Commitment Effective Date, for all purposes concurrently with the effectiveness of the Loan DocumentsNew Revolving Commitments. On or before the New Revolving Commitment Effective Date, (iBorrowers shall deliver to Administrative Agent a Revolving Note executed by the Borrowers in favor of each Revolving Lender with a New Revolving Commitment as set forth on Schedule 2.15(d) (x) to the extent requested by each such Revolving Lender). Notwithstanding any provisions of this Agreement to the contrary, the Borrowers may borrow from the Revolving Lenders providing such New Revolving Commitments in order to fund such prepayment and termination. All Revolving Loans made pursuant to this subsection shall be subject to the procedures set forth in Section 2.01, provided, however, that provisions under this Agreement relating to minimum borrowing amounts, minimum prepayment amounts, notice of borrowing and notice of prepayments or commitment terminations shall not be applicable in connection with the effectiveness of the New Revolving Commitments shall constitute “and such repayment and such termination of the Existing Revolving Commitments” and “Commitments” under the Amended and Restated Credit Agreement and (y) each Revolving Loan in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Revolving Loans, Swingline . All Swing Line Loans and Letters of Credit outstanding immediately prior to the Refinancing Facility Agreement delivery of the Activation Notice shall automatically become Swing Line Loans under the New Revolving Commitments and no prepayment of such outstanding Swing Line Loans shall be required on the New Revolving Commitment Effective Date Date. Upon delivery of the Activation Notice, the New Revolving Loan Commitments shall constitute Revolving LoansCommitments under the Loan Documents. For avoidance of doubt, Swingline Loans from and Letters of Credit incurred or issued, as after the case may be, pursuant to the Amended and Restated Credit Agreement, with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as activation of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees thatCommitments, as of and on the Refinancing Facility Agreement Effective Date, it there shall be a “Lender” and a “no borrowings under the Existing Revolving Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and 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 thereunderCommitments.”

New Revolving Commitments. (a) Each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the “New Revolving Lenders”) hereby agrees to (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. (c) Subject to the terms and conditions set forth herein (i) each Continuing Revolving Lender agrees to continue all (or such lesser amount as notified to such Lender by the Lead Arranger prior to the Restatement Date) of its Existing Revolving Commitments as New Revolving Commitments on the date requested by the Borrower to be the Restatement Date in a principal amount equal to such Continuing Revolving Lender’s New Revolving Commitment (as defined below), (ii) each Additional Revolving Lender agrees to provide New Revolving Commitments on and after such date to the Borrower in a principal amount equal to such Additional Revolving Lender’s New Revolving Commitment, (iii) each New Revolving Lender agrees to this Amendment and the terms of the Amended Credit Agreement and (iv) each New Revolving Lender agrees that its New Revolving Commitment shall be as set forth on Exhibit C hereto under the heading “Revolving Credit Commitment”. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and an Additional Revolving Lender as of the Restatement Date by executing and delivering to the Administrative Agent, on or prior to the Restatement Date, an Additional Revolving Lender Addendum. The Existing Revolving Commitments of a Continuing Revolving Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger. (c) The New Revolving Commitments of each New Revolving Lender will be available to the Borrower on the Restatement Date. The “New Revolving Commitment” of (i) any Continuing Revolving Lender will be the amount of its Existing Revolving Commitment as set forth in the Register as of the Restatement Date (or such lesser amount as notified to such Lender by the Lead Arranger prior to the Restatement Date), which shall be continued as an equal amount of New Revolving Commitments and (ii) any Additional Revolving Lender will be such amount (not exceeding any commitment offered by such Additional Revolving Lender) allocated to it by the Lead Arranger and notified to it on or prior to the Restatement Date. The Commitments of the New Revolving Lenders are several, and (subject to Section 2.23 of the Amended Credit Agreement) no such Lender will be responsible for any other such Lender’s failure to make or acquire its New Revolving Loans. (d) The obligation of each New Lender to make, provide or acquire by continuation New Revolving Commitments on the Restatement Date is subject to the satisfaction of the conditions set forth in Section 4 of this Amendment. (e) On and after the Restatement Date, each reference in the Amended Credit Agreement to (i) “Revolving Credit Commitments” shall be deemed a reference to the New Revolving Commitments contemplated hereby and Restated (ii) “Revolving Credit AgreementLoans” shall be deemed a reference to New Revolving Loans, effective except in each case as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Refinancing Facility Credit Agreement Effective with respect to indemnification, reimbursement of costs and expenses and increased costs shall continue in full force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of such Lender’s Existing Revolving Commitments and Existing Revolving Loans. (f) On the Restatement Date, for all purposes of the Loan Documents, (i) all Existing Revolving Loans of Existing Revolving Lenders that are not Continuing Lenders (xsuch lenders, the “Exiting Lenders”) shall be repaid in full, (ii) all Existing Revolving Loans of Continuing Lenders shall be deemed repaid and reborrowed as New Revolving Loans, (iii) the New Revolving Commitments Loans shall constitute “Revolving Commitments” and “Commitments” under be reallocated among the Amended and Restated Credit Agreement and (y) each Revolving Loan New Lenders in respect of such accordance with the Lenders’ New Revolving Commitments shall constitute a “(with such reallocation to be effected as directed by the Administrative Agent, including through the funding by Additional Revolving Loan” Lenders of New Revolving Loans and a “Loan” under the Amended and Restated Credit Agreement repayment of Replacement Revolving Loans) and (iiiv) all Revolving Loans, Swingline Loans and the existing Letters of Credit outstanding immediately prior to under the Refinancing Facility Credit Agreement Effective Date and listed on Schedule I hereto (the “Existing Letters of Credit”) shall constitute Revolving Loans, Swingline Loans and be deemed Letters of Credit incurred or issued, as the case may be, pursuant to under the Amended Credit Agreement and Restated the participations in respect of Letters of Credit Agreement, with each such Revolving Loan having outstanding under the same Interest Period as the corresponding Revolving Loans outstanding as of the Refinancing Facility Amended Credit Agreement Effective Date immediately prior to after giving effect to the transactions contemplated by this Refinancing Facility Amendment and Swingline Loans outstanding under the Amended Credit Agreement after giving effect to the Amendment shall be reallocated among the New Lenders in accordance with Section 2.24 of the Credit Agreement. Each New . (g) The Borrower and the Administrative Agent hereby consent to each Additional Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Effective Date, it shall be becoming a “Lender” and a “Revolving Lender” under, and for all purposes of, Credit Lender under the Amended and Restated Credit Agreement and the other Loan Documents, and shall be subject Administrative Agent hereby consents to and bound by the terms thereof, and shall perform all incurrence of the obligations of and shall have all rights of a Lender thereunderReplacement Revolving Facility.

New Revolving Commitments. (a) Each Person that has executed With respect to the Revolving Commitments, each Lender party hereto with a Revolving Commitment immediately prior to the effectiveness of the New Revolving Commitments (each, an “Existing Revolving Lender”) will automatically and delivered without further act be deemed to have assigned to each Revolving Lender providing a signature page to this Refinancing Facility Agreement as new or increased Revolving Commitment (each a “New Revolving Lender” (the “”), and each such New Revolving Lenders”) hereby agrees Lender will automatically and without further act be deemed to have assumed, a portion of such Existing Revolving 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 (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. (c) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) (x) the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” participations under the Amended and Restated Credit Agreement in Letters of Credit and (yii) each Revolving Loan in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” participations under the Amended and Restated Credit Agreement and in Swing Line Loans held by each Revolving Lender will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Revolving Lender's Revolving Commitments; (iib) all if, upon the effectiveness of the New Revolving LoansCommitments, Swingline there are any Revolving Loans and Letters of Credit outstanding immediately outstanding, such Revolving Loans shall on or prior to the Refinancing Facility effectiveness of the New Revolving Commitments be prepaid from the proceeds of new Revolving Loans made under the Amended and Restated Credit Agreement Effective Date (reflecting the increase in and reallocation of Revolving Commitments effected hereby), which prepayment shall constitute be accompanied by accrued interest on the Revolving Loans, Swingline Loans being prepaid and Letters any costs incurred by any Revolving Lender in accordance with Section 3.05 of Credit incurred or issued, as the case may be, pursuant to the Amended and Restated Credit Agreement; (c) if the Revolving Loans made under Section 3(b) above are initially funded as Eurodollar Rate Loans, on the Restatement Effective Date there shall commence an initial Interest Period with each respect to such Revolving Loan having Loans that shall end on the same last day of the Interest Period as applicable to the corresponding existing Revolving Loans outstanding as of the Refinancing Facility Agreement Effective Date in effect immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Restatement Effective Date, it shall be a “Lender” ; (d) the Administrative Agent and a “Revolving Lender” under, the Lenders hereby agree that the minimum borrowing and for all purposes of, prepayment requirements in Section 2.02 of the Credit Agreement and the Amended and Restated Credit Agreement shall not apply to the transactions effected pursuant to this Section 3; (e) the Issuing Bank and Swing Line Lender each hereby consent to the Revolving Lenders; and (f) the Administrative Agent shall take any and all action as may be reasonably necessary to effect the provisions of this Section 3, including the increase in Revolving Commitments established hereby and the other Loan Documentspro rata reallocation of commitments, participations and shall be subject to and bound by the terms loans in respect thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

New Revolving Commitments. (a) Each Subject to the terms and conditions set forth herein, each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the each, a “New Revolving LendersLender”) hereby agrees agrees, severally and not jointly, to (i) provide to the Borrower on the Restatement Effective Date a commitment under the New Revolving Commitment Facility in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under 2.1 to the heading “Revolving Commitment” Restated Credit Agreement (the each, a “New Revolving CommitmentsCommitment”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) By delivering a signature page to this Agreement, each New Revolving Lender shall be deemed to have agreed and consented to the amendment and restatement of the Existing Credit Agreement as contemplated hereby and to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lender on the Restatement Effective Date. (c) Subject to the terms and conditions set forth herein, effective as (i) upon the effectiveness of the Refinancing Facility Agreement Effective Datethis Agreement, all Existing Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility effectiveness of this Agreement Effective Date will be terminated. The Borrower shall, (ii) on the Refinancing Facility Agreement Restatement Effective Date, the Borrower shall pay to the Administrative Agent, for the respective accounts of the applicable Lenders, (A) the unpaid principal amount of any Revolving Lenders with Revolving Commitments Loans and Swing Line Loans, in each case, outstanding immediately prior to the Refinancing Facility effectiveness of this Agreement Effective Date under the Existing Credit Agreementand (B) all unpaid interest, all interest fees and fees other amounts accrued to the Refinancing Facility Agreement Restatement Effective Date with respect to (i1) such the Existing Revolving Commitments, Commitments in effect immediately prior to the effectiveness of this Agreement and (ii2) any outstanding Revolving Loans and Swing Line Loans, in each case, outstanding immediately prior to the effectiveness of this Agreement and (iii) any outstanding Swingline Loans. (c) Subject to on the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Restatement Effective Date, for all purposes the Borrower shall pay to the Existing Revolving Lenders the amounts, if any, payable under Section 2.15 of the Loan DocumentsExisting Credit Agreement as a result of the prepayment of Revolving Loans pursuant to clause (ii)(A) of this paragraph (c), (i) if any. Each New Revolving Lender party hereto that had an Existing Revolving Commitment immediately prior to the effectiveness of this Agreement hereby waives any payment of any amounts pursuant to Section 2.15 of the Existing Credit Agreement as a result of the transactions contemplated hereby. The Administrative Agent and each New Revolving Lender with Existing Revolving Commitments hereby waive (x) the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” under requirement that the Amended and Restated Borrower provide advance notice of the prepayment of any Loans pursuant to Section 2.10(a) of the Existing Credit Agreement and (y) each Revolving Loan in respect the requirement that the Borrower provide advance notice of such New the termination of any Existing Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under pursuant to Section 2.8(c) of the Amended and Restated Existing Credit Agreement and Agreement. (iid) all Revolving Loans, Swingline Loans and Letters Each Letter of Credit outstanding immediately prior to the Refinancing Facility effectiveness of this Agreement Effective Date shall constitute Revolving Loans, Swingline Loans and Letters a Letter of Credit incurred or issued, as the case may be, issued pursuant to the Amended and Restated Credit Agreement, with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Effective Date, it shall be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and each New Revolving Lender shall be subject deemed to and bound by have acquired a participation in each such Letter of Credit as set forth in Section 2.4 of the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunderRestated Credit Agreement.

New Revolving Commitments. This Agreement shall serve to satisfy the requirements of an Incremental Facility Activation Notice with respect to the New Revolving Commitments. In accordance with the definition of “Incremental Amount” set forth in the Credit Agreement, the Parent Borrower hereby elects that the New Revolving Commitments be incurred on the Incremental Effective Date pursuant to clause (b)(ii) of such definition. Subject to the occurrence of the Incremental Effective Date, each Incremental Revolving Lender hereby acknowledges and agrees that: (a) Each Person that Such Incremental Revolving Lender has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the “New Revolving Lenders”) hereby agrees to (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s next to its name on Schedule 2.01 1 attached hereto and such New Revolving Commitment shall be a Revolving Commitment for all purposes under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all The New Revolving Commitments and the Revolving Loans in respect thereof shall constitute a new Class, separate and distinct from the Classes of Commitments and Loans in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Incremental Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) ; provided that there shall not be any outstanding Revolving Loans and (iii) any outstanding Swingline Loansin respect of the New Revolving Commitments immediately after giving effect to the Incremental Effective Date. (c) Subject to the terms clause (d) below and conditions set forth herein and in the Amended and Restated Credit AgreementSection 4, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) (x) the New Revolving Commitments shall constitute “and the Revolving Commitments” and “Commitments” under the Amended and Restated Credit Agreement and (y) each Revolving Loan Loans in respect of such New thereof made on or after the Incremental Effective Date shall have identical terms to the existing Revolving Commitments shall constitute a “and Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Revolving Loans, Swingline Loans and Letters of Credit outstanding in effect immediately prior to the Refinancing Facility Agreement Incremental Effective Date shall constitute Revolving Loans, Swingline Loans and Letters of as set forth in the Credit incurred or issued, as the case may be, pursuant Agreement; provided that with respect to the Amended and Restated Credit AgreementNew Revolving Commitments, with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as reference to “June 30, 2023” in Section 7.01 of the Refinancing Facility Credit Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Effective Date, it shall be a reference to “Lender” June 30, 2023 and a thereafter”. (d) The definition of “Revolving LenderMaturity Date” under, and for all purposes of, in Section 1.01 of the Amended and Restated Credit Agreement and the other Loan Documents, and shall be subject to amended and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.restated in its entirety as follows:

New Revolving Commitments. (a) Each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the “New Revolving Lenders”) hereby agrees to (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. (c) Subject to the terms and conditions set forth herein (i) each Continuing Revolving ▇▇▇▇▇▇ agrees to continue all of its Existing Revolving Commitments as New Revolving Commitments on the date requested by the Borrower to be the First Amendment Effective Date in a principal amount equal to such Continuing Revolving ▇▇▇▇▇▇’s New Revolving Commitment, as set forth under the heading “Revolving Commitments” on Schedule 1.01 in Exhibit B attached hereto, (ii) each Additional Revolving Lender agrees to provide New Revolving Commitments on and after such date to the Borrower in a principal amount equal to such Additional Revolving ▇▇▇▇▇▇’s New Revolving Commitment, as set forth under the heading “Revolving Commitments” on Schedule 1.01 in Exhibit B attached hereto and (iii) each New Revolving Lender agrees to the terms of this Agreement and the Amended and Restated Credit Agreement. (b) For purposes hereof, effective a Person shall become a party to the Amended Credit Agreement and a New Revolving Lender as of the Refinancing Facility Agreement First Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the First Amendment Effective Date, for all purposes a Revolving Lender Addendum in its capacity as a New Revolving Lender. For the avoidance of the Loan Documentsdoubt, (i) (x) the New Existing Revolving Commitments shall constitute “of a Continuing Revolving Commitments” Lender must be continued in whole and “Commitments” under may not be continued in part unless approved by the Amended and Restated Credit Agreement First Amendment Arrangers and (y) each Additional Revolving Loan Lender must be reasonably acceptable to the Administrative Agent and each Issuing Bank (it being understood and agreed that each such Person’s execution of a signature page hereto shall be deemed to constitute approval of each Additional Lender that is a party hereto). (c) The New Revolving Commitments of each New Revolving Lender will be available to the Borrower on the First Amendment Effective Date. The “New Revolving Commitment” of (i) any Continuing Revolving Lender will be the amount of its Existing Revolving Commitment as set forth in the Register as of the First Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the First Amendment Effective Date), which shall be continued as an equal amount of New Revolving Commitments and (ii) of any Additional Revolving Lender will be such amount (not exceeding any commitment offered by such Additional Revolving Lender) allocated to it by the Lead Arrangers and notified to it on or prior to the First Amendment Effective Date. The Commitments of the New Revolving Lenders are several, and no such Revolving Lender will be responsible for any other such Lender’s failure to make or acquire its New Revolving Loans. (d) The obligation of each New Revolving Lender to make, provide or acquire by continuation New Revolving Commitments on the First Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 3 of this Agreement. (e) On and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to (i) “Revolving Commitments” shall be deemed a reference to the New Revolving Commitments contemplated hereby and (ii) “Revolving Loans” shall be deemed a reference to the New Revolving Loans contemplated hereby, except in each case as the context may otherwise require. Notwithstanding the foregoing, except as set forth in Section 5(h) of this Agreement, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of such New ▇▇▇▇▇▇’s Existing Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Existing Revolving Loans, Swingline Loans and Letters of Credit outstanding immediately prior to . (f) On the Refinancing Facility Agreement Effective Date shall constitute Revolving Loans, Swingline Loans and Letters of Credit incurred or issued, as the case may be, pursuant to the Amended and Restated Credit Agreement, with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement First Amendment Effective Date, it all Existing Revolving Loans shall be deemed repaid and reborrowed as New Revolving Loans in accordance with Section 2.05(c) of the Amended Credit Agreement. (g) For the avoidance of doubt, the Revolving Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Revolving Lender with Existing Revolving Commitments that all or any portion of which are not continued as Continued Revolving Commitments as contemplated hereby (“Non-Continued Revolving Commitments”) shall, automatically upon receipt of the amount necessary to purchase, at par, the portion of such ▇▇▇▇▇▇’s Existing Revolving Commitments constituting Non-Continued Revolving Commitments and any related outstanding Revolving Loans in connection therewith and pay all accrued interest and fees thereon, be deemed to have assigned such Non-Continued Revolving Commitments and related outstanding Revolving Loans pursuant to a “Lender” form of Assignment and Assumption and, accordingly, no other action by the Revolving Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. (h) Each Lender party hereto and the Borrower agree that with respect to any payment or deemed payment of Existing Revolving Loans on the First Amendment Effective Date, any amounts payable pursuant to Section 2.16 of the Amended Credit Agreement as a “result of such payment or deemed payment are hereby waived by each Continuing Revolving Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and 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.

New Revolving Commitments. (a) Each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the “New Revolving Lenders”) hereby agrees to (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective each Renewing Revolving Lender and each Additional Revolving Lender will assume a New Revolving Commitment on the Amendment Effective Date in an amount (i) in the case of a Renewing Revolving Lender, equal to the amount of its Existing Revolving Commitment, and (ii) in the case of an Additional Revolving Lender, in an amount equal to the New Revolving Commitment set forth on its signature page to this Amendment or such lesser amount as is allocated to it by CGMI and notified to it prior to the Amendment Effective Date. On the Amendment Effective Date, the Existing Revolving Commitments will automatically terminate and be replaced by the New Revolving Commitments. Each Lender executing this Amendment hereby waives advance notice of such termination. Notwithstanding anything in this Amendment to the contrary, the Borrower, the Administrative Agent and any Lender may agree that such Lender's Existing Revolving Commitment may be deemed to be converted into a New Revolving Commitment in connection with this Amendment. (b) The obligations of each New Lender to make Revolving Loans is subject to the satisfaction of the following conditions: (i) The conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Refinancing Facility Agreement Amendment Effective Date, all and the New Lenders shall have received a certificate of a Financial Officer, dated the Amendment Effective Date, to such effect; (ii) The Administrative Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower, and (ii) ▇▇▇▇▇▇ Sari, General Counsel of the Borrower, in each case addressed to the Administrative Agent and the New Lenders and dated the Amendment Effective Date, in substantially the forms of Exhibits J-1 and J-2 to the Credit Agreement, modified, however, to address the New Revolving Commitments in effect under Commitments, this Amendment, and the Existing Credit Agreement immediately prior as amended and restated hereby, and covering such other matters relating to the Refinancing Facility Agreement Effective Date will be terminatedLoan Parties, the Senior Loan Documents, the Senior Collateral and the Transactions as the Administrative Agent may reasonably request, and otherwise reasonably satisfactory to the Administrative Agent. The Borrower shallhereby requests such counsel to deliver such opinions; (iii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the other Senior Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) To the extent deemed necessary or appropriate by the Administrative Agent, each Senior Collateral Document shall have been amended to provide the benefits thereof to the New Revolving Commitments (and Loans and Letters of Credit made or issued thereunder) and the obligations of the Loan Parties in connection therewith on the Refinancing Facility Agreement same basis as such benefits are provided to the Existing Revolving Commitments; (v) Each Loan Party that has not executed and delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the Administrative Agent pursuant to which it confirms that it consents to this Amendment and that the Senior Collateral Documents to which it is party will continue to apply in respect of the Credit Agreement, as amended and restated hereby, and the Senior Obligations thereunder; (vi) The aggregate amount of the New Revolving Commitments shall equal $1,750,000,000, and the Borrowing Base Amount on the Amendment Effective Date shall be sufficient to support Borrowings to be made on the Amendment Effective Date, pay ; (vii) The Administrative Agent shall have received evidence satisfactory to it that the Agent, for Borrower has made the accounts payments referred to in Section 3(d) or is making such payments on the Amendment Effective Date with the proceeds of the Revolving Lenders with Revolving Commitments immediately prior Loans to be made on the Refinancing Facility Agreement Amendment Effective Date under and such other funds of the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to Borrower as may be required; (iviii) such Revolving Commitments, (ii) any All outstanding Revolving Loans and Term Loans (iiias defined below) any outstanding Swingline Loansunder the Original Agreement shall be repaid on or prior to the Amendment Effective Date; and (ix) The conditions to effectiveness of this Amendment set forth in Section 4 hereof shall have been satisfied. (c) Subject On the Amendment Effective Date, the New Revolving Lenders shall automatically be deemed to have purchased participations in outstanding Letters of Credit, if any, under the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as pro rata in accordance with the amounts of their New Revolving Commitments, in accordance with the provisions of Section 2.05(d) of the Refinancing Facility Agreement Credit Agreement. (d) On the Amendment Effective Date, for all purposes the Borrower shall apply the proceeds of the Loan Documents, Revolving Loans made on the Amendment Effective Date and such other amounts as may be necessary (i) to prepay in full all term loans under the Original Agreement (xthe "Term Loans"), to pay all accrued and unpaid interest on all Term Loans, and to pay all other amounts payable as a result of such prepayment pursuant to Section 2.16 of the Original Agreement and all other Senior Obligations then accrued and owing to the term lenders under the Original Agreement in their capacities as such and (ii) to pay each Existing Revolving Lender all commitment fees, Letter of Credit participation fees, principal and interest on Revolving Loans, amounts payable pursuant to Section 2.16 of the Original Agreement and all other Senior Obligations accrued and owing to the Existing Revolving Lenders under the Original Agreement in their capacities as such. (e) On and after the Amendment Effective Date, each reference in the Credit Agreement to "Commitment" or "Revolving Commitment" shall be deemed a reference to the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” under contemplated hereby. Notwithstanding the Amended and Restated foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (yother than as set forth in Section 3(c) above) shall continue in full force and effect with respect to, and for the benefit of, each Term Lender and Existing Revolving Loan Lender in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Revolving Lender's Loans, Swingline Loans Commitments and participations in Letters of Credit outstanding immediately under the Credit Agreement prior to the Refinancing Facility Agreement Effective Date shall constitute Revolving Loans, Swingline Loans and Letters of Credit incurred or issued, as the case may be, pursuant to the Amended and Restated Credit Agreement, with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Amendment Effective Date, it shall be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and 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.

New Revolving Commitments. (a) Each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the “New Revolving Lenders”) hereby agrees to (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, Agreement and (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. Each Lender party to the Existing Credit Agreement that had a Revolving Commitment thereunder immediately prior to the effectiveness of this Refinancing Facility Agreement but that does not have a New Revolving Commitment set forth on Schedule 2.01 hereto immediately following the effectiveness of this Refinancing Facility Agreement is herein referred to as an “Exiting Revolving Lender” and will no longer be a Revolving Lender under the Amended and Restated Credit Agreement. Upon the effectiveness of this Refinancing Facility Agreement, each of the Exiting Revolving Lenders, solely in their capacities as Revolving Lenders under the Existing Credit Agreement with respect to Revolving Commitments and Revolving Loans thereunder, shall cease to be a party to the Existing Credit Agreement and shall be released from all further obligations thereunder in respect of the Revolving Commitments thereunder; provided, however, that such Exiting Revolving Lenders shall continue to be entitled to the benefits (in accordance with the Existing Credit Agreement) of Sections 2.15, 2.16, 2.17, 2.18 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Refinancing Facility Agreement Effective Date in respect of their Revolving Commitments and Revolving Loans under the Existing Credit Agreement. The Agent and each of the Lenders hereto hereby waive (i) the requirement that the Borrower provide advance notice of the termination of the Revolving Commitments in effect under the Existing Credit Agreement pursuant to Section 2.08 of the Existing Credit Agreement and (ii) the requirement that the Borrower provide advance notice of the prepayment of any existing Revolving Loans pursuant to Section 2.11 of the Existing Credit Agreement. (c) On the Refinancing Facility Agreement Effective Date, (i) the Borrower shall prepay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, the aggregate outstanding principal amount of the Revolving Loans made to the Borrower (the “Existing Borrowings”) immediately prior to the effectiveness of this Refinancing Facility Agreement and (ii) the Borrower shall pay to the Exiting Revolving Lenders the amounts, if any, payable under Section 2.16 of the Existing Credit Agreement as a result of such prepayment to the extent any Exiting Lender has made a demand in writing therefor at least one Business Day prior to the Refinancing Facility Agreement Effective Date. Each New Revolving Lender party hereto that had a Revolving Commitment under the Existing Credit Agreement immediately prior to the effectiveness of this Refinancing Facility Agreement hereby waives any payment of any amounts pursuant to Section 2.16 of the Existing Credit Agreement as a result of the transactions contemplated hereby. (d) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) (x) the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” under the Amended and Restated Credit Agreement and (yii) each Revolving Loan in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Revolving Loans, Swingline Loans and Letters Agreement. Each Letter of Credit outstanding immediately prior to the Refinancing Facility Agreement Effective Date shall constitute Revolving Loans, Swingline Loans and Letters a Letter of Credit incurred or issued, as the case may be, issued pursuant to the Amended and Restated Credit Agreement, with Agreement and each New Revolving Lender shall be deemed to have acquired a participation in each such Revolving Loan having the same Interest Period Letter of Credit as the corresponding Revolving Loans outstanding as set forth in Section 2.05 of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Amended and Restated Credit Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Effective Date, it shall be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and 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.

New Revolving Commitments. (a) Each In accordance with Section 2.24 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4.1 hereof and the terms and conditions set forth in the Amended Credit Agreement, on (and after) the effectiveness of this Fourteenth Amendment on the Amendment Effective Date, each Person that has executed executes and delivered delivers a signature page to this Refinancing Facility Agreement Fourteenth Amendment as a “2025 New Revolving Lender” (each, a “2025 New Revolving Lender” and collectively, the “2025 New Revolving Lenders”) hereby agrees irrevocably (A) commits to (i) provide a New to the Borrowers Revolving Commitment Commitments under the Amended Credit Agreement in an aggregate amount equal to the amount set forth opposite each such Person2025 New Revolving Lender’s name on Schedule 2.01 attached hereto under the heading “Tranche C Revolving CommitmentCommitments” on Schedule 1.01(e) attached hereto as Annex B and (B) agrees at any time and from time to time prior to the “Tranche C Revolving Termination Date to make Revolving Loans and to AMERICAS 128519402 US-DOCS\159452470.10 participate in Letters of Credit in the amount of its Revolving Commitments. For the avoidance of doubt, (i) the 2025 New Revolving Commitments”) Commitments of each of Truist Bank and KeyBank National Association, in each case, as a 2025 New Revolving Lender after giving effect to this Fourteenth Amendment on the terms and subject Amendment Effective Date, shall be limited to the conditions set forth herein increase to each 2025 New Revolving Lender’s Tranche C Revolving Commitments immediately prior thereto and in the Amended and Restated Credit Agreement, (ii) the terms Tranche C Revolving Commitment listed in Annex B for each 2025 New Revolving Lender reflects the sum of each 2025 New Revolving Lender’s 2025 New Revolving Commitment and its Tranche C Revolving Commitment immediately prior to the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Amendment Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving ExposureDate. (b) Subject to the terms The parties hereto acknowledge and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. (c) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) (x) the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” under the Amended and Restated Credit Agreement and (y) each Revolving Loan in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Revolving Loans, Swingline Loans and Letters of Credit outstanding immediately prior to the Refinancing Facility Agreement Effective Date shall constitute Revolving Loans, Swingline Loans and Letters of Credit incurred or issued, as the case may be, pursuant to the Amended and Restated Credit Agreement, with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreement. Each New Revolving Lender acknowledges and agrees agree that, as of and on the Refinancing Facility Agreement Amendment Effective Date, it (A) each 2025 New Revolving Lender shall be a “Lender”, a “Revolving Lender”, a “Tranche C Revolving Lender”, a “2025 New Revolving Lender” and a “Revolving LenderSecured Party” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of obligations, and shall have all rights the rights, of a Lender, a Revolving Lender, a Tranche C Revolving Lender, a 2025 New Revolving Lender and a Secured Party, as applicable, thereunder, and (B) the 2025 New Revolving Commitments established hereby (and, when funded, the related Revolving Loans) shall (I) constitute an increase to, and become a part of, the existing Class of Tranche C Revolving Commitments (and Revolving Loans), and (II) be subject to the same terms and conditions applicable to the existing Tranche C Revolving Commitments (and Revolving Loans), in each case, under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents. (c) The commitments and undertakings of each 2025 New Revolving Lender with respect to its respective 2025 New Revolving Commitments and its portion of the Tranche C Revolving Commitments represented thereby are several and not joint and each such 2025 New Revolving Lender shall not be responsible for any other Revolving Lender’s failure to provide Tranche C Revolving Commitments (or Revolving Loans). (d) As of the Amendment Effective Date, (i) the Administrative Agent shall reallocate all Revolving Loans outstanding immediately prior to the Amendment Effective Date among all the Revolving Lenders (including the 2025 New Revolving Lenders) such that each Revolving Lender (including each 2025 New Revolving Lender) holds its pro rata share of such Revolving Loans in accordance with its Pro Rata Percentage (determined after giving effect to the establishment of the 2025 New Revolving Commitments effected hereby) and (ii) there shall be an automatic adjustment to the Pro Rata Percentage of each Revolving Lender (including the 2025 New Revolving Lenders) in the aggregate Revolving L/C Exposure to reflect the new Pro Rata Percentage of each Revolving Lender (including each 2025 New Revolving Lender) in the aggregate Revolving L/C Exposure resulting from the establishment of the 2025 New Revolving Commitments effected hereby. (e) Each 2025 New Revolving Lender represents and warrants that it is sophisticated with respect to decisions to provide assets of the type represented by the 2025 New Revolving Commitments established hereby and either it, or the Person exercising discretion in making its decision to provide its 2025 New Revolving Commitments (and any Revolving Loans relating thereto), if any, is experienced in providing assets of such type. (f) Each 2025 New Revolving Lender represents and warrants that it has received a copy of the Amended Credit Agreement and the other Loan Documents and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Fourteenth Amendment and to provide its 2025 New Revolving Commitments.

New Revolving Commitments. (a) Each Subject to the terms and conditions set forth herein, each Person that has executed and delivered a signature page to this Refinancing Facility Agreement Amendment as a “New Revolving Lender” (the each, a “New Revolving LendersLender”) hereby agrees agrees, severally and not jointly, to provide to the Borrower on the Amendment Effective Date (ias defined herein) provide a commitment under the New Revolving Commitment Facility in the amount set forth opposite such Person’s name on Schedule 2.01 attached I hereto under the heading “Revolving Commitment” (the each, a “New Revolving CommitmentsCommitment”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement, (ii) the terms of the Amended and Restated Credit Agreement and (iii) automatically convert all of its Revolving Exposure (as defined in the Existing Credit Agreement) (its “Existing Revolving Exposure”) on the Refinancing Facility Agreement Effective Date into Revolving Exposure (as defined in the Amended and Restated Credit Agreement) in an amount equal to its Existing Revolving Exposure. (b) By delivering a signature page to this Amendment, each New Revolving Lender shall be deemed to have agreed and consented to the amendment and restatement of the Existing Credit Agreement as contemplated hereby and to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, any Agent or any Lenders on the Amendment Effective Date. (c) Subject to the terms and conditions set forth herein, effective as (i) upon the effectiveness of the Refinancing Facility Agreement Effective Datethis Amendment, all Existing Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date effectiveness of this Amendment will be terminated. The Borrower shall, (ii) on the Refinancing Facility Agreement Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the respective accounts of the applicable Lenders, (A) the unpaid principal amount of any Revolving Lenders with Revolving Commitments Loans and Swing Line Loans, in each case, outstanding immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreementeffectiveness of this Amendment and (B) all unpaid interest, all interest fees and fees other amounts accrued to the Refinancing Facility Agreement Amendment Effective Date with respect to (i1) such the Existing Revolving Commitments, Commitments in effect immediately prior to the effectiveness of this Amendment and (ii2) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. (c) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) (x) the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” under the Amended and Restated Credit Agreement and (y) each Revolving Loan in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement and (ii) all Revolving Swing Line Loans, Swingline Loans and Letters of Credit in each case, outstanding immediately prior to the Refinancing Facility effectiveness of this Amendment and (iii) on the Amendment Effective Date, the Borrower shall pay to the Exiting Revolving Lenders (as defined herein) the amounts, if any, payable under Section 3.12(c) of the Existing Credit Agreement Effective Date shall constitute as a result of the prepayment of Revolving Loans, Swingline Loans and Letters of Credit incurred or issued, as the case may be, pursuant to the Amended and Restated Credit Agreementclause (ii)(A) of this paragraph (c), with each such Revolving Loan having the same Interest Period as the corresponding Revolving Loans outstanding as of the Refinancing Facility Agreement Effective Date immediately prior to giving effect to the transactions contemplated by this Refinancing Facility Agreementif any. Each New Revolving Lender acknowledges and agrees that, as party hereto that had an Existing Revolving Commitment immediately prior to the effectiveness of and on this Amendment hereby waives any payment of any amounts pursuant to Section 3.12(c) of the Refinancing Facility Agreement Effective Date, it shall be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended and Restated Existing Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations as a result of and shall have all rights of a Lender thereunder.the