Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower, in Dollars, on the Closing Date in an amount not to exceed such Term Lender’s Applicable Percentage of the Term Facility. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, any Term Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Term Borrowing.

Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion (which shall equal such Lender’s Commitment) of a $225,000,000 term loan (the “Term Loan”) to the Borrower in Dollars on the Closing Date; provided that each Lender’s portion of the outstanding Term Loan under (and as defined in) the Existing Credit Agreement shall be deemed to have been advanced to the Borrower by such Lender on the Closing Date and shall be applied to reduce such Lender’s Commitment. Amounts repaid on the Term Loan may not be reborrowed. The Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, provided, however, the Borrowing made on the Closing Date shall be made as a Base Rate Loan unless the Borrower has delivered a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date.

The obligations of each Term Lender hereunder shall be several and not joint. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, any Initial Term Borrowing or Acquisition Draw Term Borrowing made on the Closing Date or each Acquisition Draw Term Draw Date, as applicable, shall be made as Base Rate Loans.

The Term Borrowings shall consist of Term Loans made or continued simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Amounts borrowed or continued under this Section 2.01(a) and repaid or prepaid may not be re-borrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the Borrowers on the Restatement Date in Dollars in an amount not to exceed such Term A Lender’s Term A Commitment Percentage of the Term A Facility. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Term B Loans. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a Term B Loan to the Borrower on the Closing Date in an aggregate amount not to exceed the amount of such Term B Lender’s Term B Commitment. The Borrowing under the Term B Facility shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this [Section 2.01(c)] and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Each Term Lender agrees to make a term loan (collectively, the “Closing Date Term Loans”) in Dollars to the Borrower on the Effective Date in an amount not to exceed such Lender’s Closing Date Term Loan Commitment. Amounts repaid or prepaid in respect of Closing Date Term Loans may not be reborrowed. Each Closing Date Term Loan made to the Borrower on the Effective Date shall result in an immediate and permanent reduction in the Closing Date Term Loan Commitment in the principal amountof such Term Loan so made, to be shared by the Term Lenders in accordance with Term Lender’s Applicable Percentage then in effect.

Term A Loans. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a Term A Loan to the Borrower on the Closing Date in an aggregate amount not to exceed the amount of such Term A Lender’s Term A Commitment. The Borrowing under the Term A Facility shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Term A Commitments. Amounts borrowed under this [Section 2.01(b)] and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

#Three-Year Term Loans. Subject to the terms and conditions set forth herein, each Three-Year Lender severally agrees to make a single loan (each such loan, a “Three-Year Term Loan”) to the Borrower in Dollars on the Closing Date in an amount not to exceed such Three-Year Lender’s Three-Year Commitment. The Three-Year Borrowing shall consist of Three-Year Term Loans made simultaneously by the Three-Year Lenders in accordance with their respective Applicable Percentage of the Three-Year Term Loan Facility. Amounts borrowed under this [Section 2.01(a)] and repaid or prepaid may not be reborrowed. Three-Year Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Subject to the terms and conditions set forth herein, on the Closing Date, each Lender severally agrees to make to the Borrower a term loan in the principal amount equal to its Applicable Percentage of Thirty Five Million Dollars ($35,000,000) (the “Term Loan”); provided that # in no event shall the Term Loan made by any Lender exceed such Lender’s Commitment and # after giving effect to the Term Loan to made on the Closing Date, the Total Outstandings shall not exceed the sum of # the Borrowing Base and # any Term Loan Reserve required to maintained (and actually so maintained) against the ABL Borrowing Base. The Term Loan is not a revolving credit facility and may not be repaid and redrawn and any repayments or prepayments of principal on a Term Loan shall permanently reduce such Term Loan. The Borrower irrevocably authorizes the Agent and the Lenders to disburse the proceeds of the Term Loans on the Closing Date in accordance with the terms of this Agreement. Upon the making of the Term Loans on the Closing Date, the Commitments shall be irrevocably terminated.

Term Loans. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Term Lender severally agrees to make a Term Loan to the Borrowers in the aggregate principal amount equal to such Term Lender’s Term Loan Commitment. The Term Loans shall mature on the Term Loan Maturity Date. The Borrowers may not reborrow any portion of any Term Loan once repaid. Term Loans may be Base Rate Loans or LIBOR Loans, as further provided herein