Common use of Commitment Clause in Contracts

Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Office.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Loans available to the Borrower such Lender’s Commitment Percentage of the revolving credit loans requested by the Borrower in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in from the amount of Closing Date until the Maturity Date, or such Lender’s Commitment Percentage of such Loans earlier date as the Commitments shall have been terminated as provided herein for the purposes hereinafter set forth; provided provided, however, that (i) with regard to the Lenders collectivelyeach Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) such Lender’s share of outstanding Revolving Loans plus outstanding and Swingline Loans plus and LOC Obligations plus outstanding Competitive Loans shall not exceed such Lender’s Commitment Percentage of the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as amount of the most recent Revaluation Date) of Foreign Currency outstanding Revolving Loans, Swingline Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of and LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency SublimitRevolving Committed Amount. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that no more than ten (A10) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Eurodollar Loans shall be made by each Lender outstanding hereunder at its Domestic Lending Officeany time. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new single Eurodollar Loan with a single Interest Period.

Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Alternate Base Rate Loans or Eurocurrency LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency LIBOR Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency LIBOR Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency LIBOR Lending Office. Eurocurrency LIBOR Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency LIBOR Lending Office. Alternate Base Rate Loans shall be made by each Lender at its Domestic Lending Office.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each US Facility Lender severally agrees to make Loans make, on behalf of all the Lenders, US Facility Advances in US Dollars and Foreign Currencies (the “Revolving Loans”) to the US Facility Borrower from time to time in from the amount Closing Date until the US Facility Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by the US Facility Borrower on any day determined by such US Facility Lender's Applicable Fronting Percentage for the US Facility, up to but not exceeding the US Facility Fronting Commitment of such US Facility Lender’s , and each Lender shall have a Participation in each such US Facility Advance pursuant to Section 2.14 equal in amount to its Applicable Commitment Percentage of times such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereofUS Facility Advance; provided, however, that the US Facility Lenders will not be required and shall have no obligation to make any US Facility Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Lenders have accelerated the maturity of the Obligations as a result of an Event of Default; provided further, however, that immediately after giving effect to each such US Facility Advance, (x) the US Facility Outstandings shall not exceed the Total US Facility Commitment and (y) the US Facility Revolving Credit Outstandings shall not exceed the Total US Facility Revolving Credit Commitment. Within such limits, the US Facility Borrower may borrow, repay and reborrow US Facility Loans hereunder, on a Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the US Facility Revolving Credit Termination Date; provided, however, that (A) Loans denominated in a Foreign Currency no Eurodollar Rate Loan shall consist solely of Eurocurrency Rate Loans be made which has an Interest Period that extends beyond the US Facility Revolving Credit Termination Date and (B) Loans made each Eurodollar Rate Loan may be repaid only on the Closing Date or on any last day of the three Business Days following Interest Period with respect thereto, unless such prepayment is accompanied by the Closing Date may only consist additional payment, if any, due under Section 6.05. The US Facility Borrower agrees that if at any time the US Facility Outstandings shall exceed the Total US Facility Commitment or the US Facility Revolving Credit Outstandings shall exceed the Total US Facility Revolving Credit Commitment, the US Facility Borrower shall immediately repay a principal amount of Base Rate the outstanding US Facility Loans unless such that, as a result of such reduction, the Borrower executes a funding indemnity letter in form Total US Facility Commitment shall equal or exceed the US Facility Outstandings and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Total US Facility Revolving Credit Commitment shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officeequal or exceed the US Facility Revolving Credit Outstandings.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Multicurrency Facilities Lender severally agrees to make Loans Domestic Advances in Dollars and Foreign Currencies or an Alternative Currency (as specified in the “Revolving Loans”respective Borrowing Notice) to the Multicurrency Facilities Borrower requesting such Advance, as the case may be, as specified in the Borrowing Notice, from time to time in from the amount Closing Date until the Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by such Multicurrency Facilities Borrower on any day determined by its Applicable Commitment Percentage, up to but not exceeding a Dollar Value equal to the Domestic Revolving Credit Commitment of such Multicurrency Facilities Lender’s Commitment Percentage of such Loans for , provided, however, that the purposes hereinafter set forth; provided that Multicurrency Facilities Lenders will not be required and shall have no obligation to make any Domestic Advance (i) with regard so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to the Lenders collectivelyeach Domestic Advance, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans Total Domestic Utilization shall not exceed the Aggregate Total Domestic Revolving Committed Amount, and (ii) with regard to each Lender individuallyCredit Commitment. Within such limits, the sum of Multicurrency Facilities Borrowers may borrow, repay and reborrow hereunder, on a Business Day, from the aggregate principal Dollar Amount Closing Date until, but (determined as of the most recent Revaluation Dateto borrowings and reborrowings) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectivelyincluding, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Revolving Credit Termination Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that (Ax) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency no Fixed Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Loan shall be made by which has an Interest Period that extends beyond the Revolving Credit Termination Date and (y) each Lender Fixed Rate Loan may, subject to the provisions of Section 2.09, be repaid only on the last day of the Interest Period with respect thereto. The Multicurrency Facilities Borrowers agree that if at its U.S. Eurocurrency Lending Office. Eurocurrency Rate any time the Total Domestic Utilization shall exceed the Total Domestic Revolving Credit Commitment, the Multicurrency Facilities Borrowers shall immediately reduce the outstanding Domestic Revolving Loans denominated in such that, as a Foreign Currency result of such reduction, the Total Domestic Revolving Credit Facility shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its equal or exceed the Total Domestic Lending OfficeUtilization.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make Loans Advances in Dollars and Foreign Currencies or an Alternative Currency (as specified in the “Revolving Loans”respective Borrowing Notice) to the Borrower under the Revolving Credit Facility from time to time in from the amount Closing Date until the Termination Date applicable to such Lender on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender’s Applicable Commitment Percentage up to but not exceeding a Dollar Equivalent Amount equal to the Revolving Credit Commitment of such Lender’s Commitment Percentage of , provided, however, that the Lenders will not be required and shall have no obligation to make any such Loans for the purposes hereinafter set forth; provided that Advance (i) with regard to so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Lenders collectively, Agent has accelerated the sum maturity of any of the aggregate principal Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, (x) the Dollar Equivalent Amount (determined as of the most recent Revaluation Date) principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans Outstandings shall not exceed the Aggregate then applicable Total Revolving Committed AmountCredit Commitment, (y) the Dollar Equivalent Amount of the Outstandings in Alternative Currencies shall not exceed the Total Alternative Currency Sublimit, and (iiz) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as balance of the most recent Revaluation Date) of such Lender’s Commitment Percentage of all outstanding Revolving Loans (other than Competitive Bid Loans) for each Lender, plus such Lender’s Applicable Commitment Percentage (determined without duplication) of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Competitive Bid Outstandings, L/C Obligations and Swing Line Outstandings, shall not exceed such Lender’s Revolving Committed Amount Credit Commitment. Within such limits and (iii) with regard subject to the Lenders collectivelyother terms and conditions of this Agreement, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may requestborrow, repay and may be repaid and reborrowed in accordance with reborrow under the provisions hereof; provided, however, (A) Loans denominated in Revolving Credit Facility on a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on Business Day from the Closing Date or on any of until, but (as to borrowings and reborrowings) not including, the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officefinal Termination Date.

Commitment. During Licensee shall license from Licensor hereunder the Commitment Periodfollowing number of VOD Included Programs during each VOD Avail Year of the VOD Avail Term: (a) all VOD Current Features with a VOD Availability Date during such VOD Avail Year which are available from Licensor in Standard Definition, (b) at least ten (10) VOD Current Features, to be selected by Licensor, with a VOD Availability Date during such VOD Avail Year in High Definition (subject to availability from Licensor), and (b) at least one hundred (100) VOD Library Features in Standard Definition (with at least fifty (50) of these VOD Library Features to be licensed by Licensee for exhibition in High Definition, subject to Licensor availability). Licensor shall provide Licensee with periodic availability lists setting forth the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies VOD Current Features available for licensing hereunder. At least sixty (the “Revolving Loans”60) days prior to the Borrower beginning of each VOD Avail Year (or promptly after the signature of this Agreement for VOD Avail Year 1), Licensor shall provide Licensee with a list of VOD Library Features available for licensing in such VOD Avail Year, from time which Licensee shall select a minimum of one hundred (100) VOD Library Features. If Licensee does not select the VOD Library Features to time in be licensed hereunder within 30 days of receipt of the amount of such Lender’s Commitment Percentage of such Loans related availability list for the purposes hereinafter set forthapplicable VOD Avail Year, Licensor will have the right to select such films to be licensed for the relevant VOD Avail Year. Availability Date. The VOD Availability Date for each VOD Included Program shall be as determined by Licensor in its sole discretion; provided that the VOD Availability Date for each VOD Current Feature shall be no later than the date which is forty-five (i45) with regard days after the LVR of such VOD Included Program. [Note to GVT: we are working towards D&D but we are not there yet. Nevertheless we have proposed a higher share for GVT in case we put titles on the Lenders collectivelyplatform later than 14 days after LVR] License Period. The VOD License Period for each VOD Included Program shall commence on its VOD Availability Date and shall expire on the date established by Licensor in its sole discretion, provided, that the sum of the aggregate principal Dollar Amount VOD License Period (determined as of the most recent Revaluation a) for each VOD Current Feature shall end no earlier than sixty (60) days after its VOD Availability Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and [Note to GVT: 90 days is our standard as well but we need to shorten windows in some instances because of subsequent windows. We experience the highest take-up by customers in months 1 and 2 though] (iib) for each VOD Library Feature, shall end no earlier than 12 months after its VOD Availability Date; provided that, Licensor shall have the right to replace any VOD Library Feature with regard to each Lender individually, another VOD Library Feature (which shall complete the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Dateremaining VOD License Period) after six months of such Lenderoriginal VOD Library Feature’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending OfficeVOD License Period.

Commitment. During Subject to the Commitment terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Parent Borrower, the Dutch Parent Borrower and, the VionDutch Subsidiary Borrowers and the German Subsidiary Borrower in dollars and Euro and to the Canadian Borrower in Canadian Dollars, in each case, from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the Dollar Equivalent of the sum of the total Revolving Exposures exceeding the total Revolving Commitments, (iii) the USD Only Revolving Exposures exceeding the USD Only Revolving Commitment, (iv) the USD/Multicurrency Revolving Exposures exceeding the USD/Multicurrency Revolving Commitment and (v) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeding the Multicurrency Revolving Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan; provided further that notwithstanding anything herein to the contrary, solely for the purpose of consummating the Vion Acquisition, the Parent Borrower and/or the Dutch Parent Borrower (x) may borrow Swingline Loans (which will be Certain Funds Loans) on the Vion Acquisition Closing Date in Dollars or Euro in an amount the Dollar Equivalent of which does not exceed $200,000,000 and (y) to the extent such right is exercised and such Swingline Loans and any interest thereon have not been repaid within two Business Days, the applicable Borrower shall submit to the Administrative Agent a notice of borrowing for Revolving Loans denominated in the same currency and amount as such Swingline Loans were made on the Vion Acquisition Closing Date, which such notice or notices shall not be revocable unless such Swingline Loans are repaid prior to the making of such Revolving Loans. Within the foregoing limits and subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectivelyforth herein, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the relevant Borrower may requestborrow, prepay and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officereborrow Swingline Loans.

Commitment. During From and including the Commitment Perioddate of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, subject to the terms and conditions hereofset forth in this Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in prior to the amount Facility Termination Date, provided that the making of any such Loan will not cause the total of the outstanding principal balance of all Loans (including Swing Line Loans and Competitive Bid Loans) and the Facility Letter of Credit Obligations to exceed the Aggregate Commitment. Except for Swing Line Loans and Competitive Bid Loans each Lender shall fund its Percentage of each Advance and no Lender will be required to fund any amount, which when aggregated with such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that of: (i) with regard to the Lenders collectivelyall other Advances (other than Competitive Bid Loans) then outstanding, the sum (ii) Facility Letter of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed AmountCredit Obligations, and (iiiii) with regard to each Lender individuallyall Swing Line Loans, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not would exceed such Lender’s Revolving Committed Amount and (iii) with regard Commitment. Subject to the Lenders collectivelyterms of this Agreement, the aggregate principal Dollar Amount (determined as Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments of each Lender to lend hereunder shall expire on the Facility Termination Date. The Aggregate Commitment may be increased from time to time by the addition of a new Lender or the increase of the most recent Revaluation Date) Commitment of Foreign Currency Loans plus an existing Lender with the aggregate Dollar Amount (determined consent of only the Borrower, the Administrative Agent, and the new or existing Lender providing such additional Commitment so long as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall Aggregate Commitment does not exceed $1,300,000,000 less any voluntary reductions pursuant to Section 2.7. Such increases shall be evidenced by the Foreign Currency Sublimitexecution and delivery of an Amendment Regarding Increase in the form of Exhibit J attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. Revolving On the effective date of each such increase in the Aggregate Commitment, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, held by the other Lenders or a combination thereof, as the . The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Advances to achieve such result. Borrower may request, and may be repaid and reborrowed in accordance agrees to pay all fees associated with the provisions hereof; provided, however, (A) Loans denominated increase in the Aggregate Commitment including any amounts due under Section 4.4 in connection with any reallocation of LIBOR Advances. In no event will such new or existing Lenders providing the increase be required to fund or purchase a Foreign Currency shall consist solely portion of Eurocurrency Rate Loans and (B) Loans made any Competitive Bid Loan or Swing Line Loan to comply with this Section on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agentsuch date. Eurocurrency Rate Loans denominated in Dollars No Lender shall be made by each Lender at required to increase its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated Commitment in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officeconnection with the increase in the Aggregate Commitment herein described.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofhereof and in ---------- reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) available to the Borrower such Lender's Commitment Percentage of the revolving credit loans requested by the Borrower in Dollars (the "Revolving Loans") from time to time in from the amount of --------------- Closing Date until the Maturity Date, or such Lender’s Commitment Percentage of such Loans earlier date as the Commitments shall have been terminated as provided herein for the purposes hereinafter set forth; provided provided, however, that (i) with regard to the Lenders collectivelyeach -------- ------- Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) such Lender's share of outstanding Revolving Loans plus outstanding and Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount 's Commitment Percentage of the Commitment Amount, and (iiiii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as amount of the most recent Revaluation Date) of Foreign Currency outstanding Revolving Loans, Swingline Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of and LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency SublimitRevolving Committed Amount. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, -------- ------- that no more than ten (A10) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Eurodollar Loans shall be made by each Lender outstanding hereunder at its Domestic Lending Officeany time. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new single Eurodollar Loan with a single Interest Period.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) Advances to the Borrower Borrowers under the Revolving Credit Facility from time to time in from the amount Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrowers on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender’s Commitment Percentage of , PROVIDED, HOWEVER, that the Lenders will not be required and shall have no obligation to make any such Loans for the purposes hereinafter set forth; provided that Advance (i) with regard so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; PROVIDED FURTHER, however, that immediately after giving effect to the Lenders collectivelyeach such Advance, the sum principal amount of the aggregate principal Dollar Amount (determined as Revolving Credit Outstandings plus Letter of the most recent Revaluation Date) of outstanding Revolving Loans Credit Outstandings plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans Swing Line Outstandings shall not exceed the Aggregate Revolving Committed AmountLESSER of (i) the Borrowing Base (as shown on the most recently delivered Borrowing Base Certificate), and (ii) with regard to each Lender individuallythe Total Revolving Credit Commitment. Within such limits, the sum of Borrowers may borrow, repay and reborrow under the aggregate principal Dollar Amount Revolving Credit Facility on a Business Day from the Closing Date until, but (determined as of the most recent Revaluation Dateto borrowings and reborrowings) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectivelyincluding, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Revolving Credit Termination Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans; PROVIDED, or a combination thereofHOWEVER, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that (A) Loans denominated in a Foreign Currency no Eurodollar Rate Loan shall consist solely of Eurocurrency Rate Loans be made which has an Interest Period that extends beyond the Stated Termination Date and (B) Loans made each Eurodollar Rate Loan repaid other than on the Closing Date or on any last day of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Interest Period with respect thereto shall be made accompanied by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made the additional payment, if any, required by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending OfficeSECTION 5.5.

Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Alternate Base Rate Loans or Eurocurrency LIBOREurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency LIBOREurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency LIBOREurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency LIBOREurocurrency Lending Office. Eurocurrency LIBOREurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency LIBOREurocurrency Lending Office. Alternate Base Rate Loans shall be made by each Lender at its Domestic Lending Office.

Commitment. During From and including the Commitment Perioddate of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, subject to the terms and conditions hereofset forth in this Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in prior to the amount Facility Termination Date, provided that the making of any such Loan will not cause the total of the outstanding principal balance of all Loans (including Swing Line Loans and Competitive Bid Loans) and the Facility Letter of Credit Obligations to exceed the Aggregate Commitment. Except for Swing Line Loans and Competitive Bid Loans each Lender shall fund its Percentage of each Advance and no Lender will be required to fund any amount, which when aggregated with such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that of: (i) with regard to the Lenders collectivelyall other Advances (other than Competitive Bid Loans) then outstanding, the sum (ii) Facility Letter of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed AmountCredit Obligations, and (iiiii) with regard to each Lender individuallyall Swing Line Loans, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not would exceed such Lender’s Revolving Committed Amount and (iii) with regard Commitment. Subject to the Lenders collectivelyterms of this Agreement, the aggregate principal Dollar Amount (determined as Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments of each Lender to lend hereunder shall expire on the Facility Termination Date. The Aggregate Commitment may be increased from time to time by the addition of a new Lender or the increase of the most recent Revaluation Date) Commitment of Foreign Currency Loans plus an existing Lender with the aggregate Dollar Amount (determined consent of only the Borrower, the Administrative Agent, and the new or existing Lender providing such additional Commitment so long as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall Aggregate Commitment does not exceed $600,000,000 less any voluntary reductions pursuant to Section 2.7. Such increases shall be evidenced by the Foreign Currency Sublimitexecution and delivery of an Amendment Regarding Increase in the form of Exhibit J attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. Revolving On the effective date of each such increase in the Aggregate Commitment, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, held by the other Lenders or a combination thereof, as the . The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Advances to achieve such result. Borrower may request, and may be repaid and reborrowed in accordance agrees to pay all fees associated with the provisions hereof; provided, however, (A) Loans denominated increase in the Aggregate Commitment including any amounts due under Section 4.4 in connection with any reallocation of LIBOR Advances. In no event will such new or existing Lenders providing the increase be required to fund or purchase a Foreign Currency shall consist solely portion of Eurocurrency Rate Loans and (B) Loans made any Competitive Bid Loan or Swingline Loan to comply with this Section on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officesuch date.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) Advances to the Borrower under the Revolving Credit Facility from time to time in from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, (x) the amount of such Lender’s Commitment Percentage Revolving Credit Outstandings plus Letter of such Loans for Credit Outstandings plus Swing Line Outstandings shall not exceed the purposes hereinafter set forth; provided that Total Revolving Credit Commitment, (iy) with regard to the Lenders collectively, the sum amount of Working Capital Outstandings plus Letter of Credit Outstandings plus the aggregate principal Dollar Amount (determined as amount of the most recent Revaluation Date) of Swing Line Loans outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive constituting Working Capital Loans shall not exceed the Aggregate Revolving Committed AmountAsset Ceiling, and (iiz) with regard to each Lender individually, the sum amount of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations Swing Line Outstandings shall not exceed $15,000,000. Within such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectivelylimits, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may requestborrow, repay and may be repaid reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowed in accordance with reborrowings) not including, the provisions hereofRevolving Credit Termination Date; provided, however, that (Ay) Loans denominated in no Revolving Loan that is a Foreign Currency shall consist solely of Eurocurrency Eurodollar Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.7, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made the additional payment, if any, required by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending OfficeSection 5.5.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) Advances to the Borrower under the Revolving Credit Facility from time to time in from the amount Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender’s Commitment Percentage of , provided, however, that the Lenders will not be required and shall have no obligation to make any such Loans for the purposes hereinafter set forth; provided that Advance (i) with regard to so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Administrative Agent has terminated the commitments of the Lenders collectively, to make Revolving Credit Loans or accelerated the sum maturity of any of the aggregate Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, (A) the principal Dollar Amount (determined as amount of the most recent Revaluation Date) Revolving Credit Outstandings plus Letter of outstanding Revolving Loans Credit Outstandings plus outstanding Swingline Loans plus LOC Obligations Swing Line Outstandings plus outstanding Competitive Bid Loans shall not exceed the Aggregate Total Revolving Committed AmountCredit Commitment, and (iiB) with regard to each Lender individuallyuntil the Guaranty Limitation Release Date, the sum principal amount of the aggregate principal Dollar Amount Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings plus outstanding Competitive Bid Loans (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving excluding Advances, Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency used directly or indirectly to effect Indenture Note Purchases) shall not exceed the Foreign Currency Total Revolving Credit Commitment minus the Indenture Notes Purchase Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate LoansWithin such limits, or a combination thereof, as the Borrower may requestborrow, repay and may be repaid reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowed in accordance with reborrowings) not including, the provisions hereofRevolving Credit Termination Date; provided, however, that (Ax) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency no Eurodollar Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (y) each Eurodollar Rate Loan may be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made the additional payment, if any, required by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending OfficeSection 4.4.

Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans, Adjusted Term SOFR Loans, Foreign Currency Daily Rate Loans or Eurocurrency and Foreign Currency Term Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Foreign Currency Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Adjusted Term SOFR Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Foreign Currency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Office.

Commitment. During On the Commitment Period, terms and subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies its portion of a term loan (the “Revolving LoansInitial Loan”) on the Funding Date in an amount equal to the Borrower from time to time in the amount of (but not less than) such Lender’s Initial Commitment Percentage of such Loans for Amount. On the purposes hereinafter set forth; provided that (i) with regard terms and subject to the Lenders collectivelyconditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the sum “First Delayed Draw Loan”) on the First Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s First Delayed Draw Commitment Amount. On the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Second Delayed Draw Loan”) on the Second Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Second Delayed Draw Commitment Amount. On the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Third Delayed Draw Loan”) on the Third Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Third Delayed Draw Commitment Amount. Subject to the occurrence of the aggregate principal Dollar Amount Fifth Amendment Effective Date, and on the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (determined as the “Fourth Delayed Draw Loan”) on the Fifth Amendment Effective Date in an amount equal to (but not less than) such Xxxxxx’s Fourth Delayed Draw Commitment Amount. Subject to the occurrence of the most recent Revaluation Fifth Amendment Effective Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard on the terms and subject to the conditions of this Agreement, each Lender individually, severally agrees to make its portion of a term loan (the sum “Fifth Delayed Draw Loan”) on the Fifth Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Fifth Delayed Draw Commitment Amount. Subject to the occurrence of the aggregate principal Dollar Amount Seventh Amendment Effective Date, and on the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (determined as the “Sixth Delayed Draw Loan”) on the Sixth Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Sixth Delayed Draw Commitment Amount. Subject to the occurrence of the most recent Revaluation Seventh Amendment Effective Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount , and (iii) with regard on the terms and subject to the Lenders collectivelyconditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the aggregate principal Dollar Amount “Seventh Delayed Draw Loan”) on the Seventh Delayed Draw Funding Date in an amount equal to (determined as of but not less than) such Xxxxxx’s Seventh Delayed Draw Commitment Amount. No amounts paid or prepaid with respect to the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officereborrowed.

Commitment. During Prior to the Commitment PeriodRestatement Effective Date, subject certain revolving loans may have been previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereofset forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. From and including the Restatement Effective Date and prior to the Commitment Termination Date, each Lender severally agrees agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard Agreed Currencies in amounts not to the Lenders collectively, the sum of exceed in the aggregate principal at any one time outstanding the Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereofits Commitment; provided, however, that (Ai) the Aggregate Commitment shall be deemed used from time to time to the extent of the aggregate principal amount of the Competitive Bid Loans denominated in outstanding at such time (such deemed use of the Aggregate Commitment being a Foreign Currency “Competitive Bid Reduction”), and such deemed use of the Aggregate Commitment shall consist solely of Eurocurrency Rate Loans be applied to the Lenders ratably according to their respective Commitments and (Bii) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base all Floating Rate Loans shall be made by each Lender in Dollars. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at its Domestic Lending Officeany time prior to the Commitment Termination Date. The Commitments to lend hereunder shall expire on the Commitment Termination Date.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Offshore Facility Lender severally agrees to make Loans Offshore Facility Advances in Dollars the Applicable Currency (as specified in a Borrowing Notice) and Foreign Currencies (the “Revolving Loans”) in an Applicable Country to the each Offshore Facility Borrower requesting such Offshore Facility Advance in its Applicable Country from time to time from the Closing Date until the Facility Termination Date, in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the an aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall amount up to but not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of exceeding such Offshore Facility Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof's Applicable Country Commitment; provided, however, that no Offshore Facility Lender will be required and shall have no obligation to make any Offshore Facility Advance (A) Loans denominated in so long as a Foreign Currency shall consist solely Default or an Event of Eurocurrency Rate Loans Default has occurred and is continuing or (B) if the Lenders have accelerated the maturity of the Obligations as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Offshore Facility Advance, (1) the Offshore Facility Outstandings shall not exceed the Offshore Facility Commitment and (2) Total Outstandings shall not exceed the Total Commitment. Within such limits, the Offshore Facility Borrowers may borrow, repay and reborrow Offshore Facility Loans made hereunder on any Business Day from the Closing Date or on until, but (as to borrowings and reborrowings) not including, the Facility Termination Date; provided, however, that the aggregate principal amount outstanding to all Offshore Facility Borrowers in each Applicable Country shall not at any of time exceed the three Business Days following the Closing Date may only consist of Base Applicable Country Commitment; and provided further, however, that (i) no Offshore Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Loan shall be made which has an Interest Period that extends beyond the Stated Maturity Date and (ii) each Offshore Rate Loan may be repaid only on the last day of the Interest Period with respect thereto, unless such payment is accompanied by each the additional payment, if any, due under Section 5.05. The Offshore Facility Borrowers agree that if at any time the Offshore Facility Outstandings shall exceed the Offshore Facility Commitment or the Total Outstandings shall exceed the Total Commitment, one or more of the Offshore Facility Borrowers shall immediately repay a principal amount of its outstanding Offshore Facility Loans such that, as a result of such reduction, the Offshore Facility Commitment shall equal or exceed the Offshore Facility Outstandings and the Total Commitment shall equal or exceed Total Outstandings. Bank of America acknowledges that, as of the Closing Date, it is the sole Offshore Facility Lender and shall make available to the Offshore Facility Borrowers the full amount of the Offshore Facility Commitment in accordance with the terms of this Agreement at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in all times except to the extent that a Foreign Currency portion or portions of the Offshore Facility Commitment shall be made have been committed to by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officeanother Offshore Facility Lender.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofhereof and in reliance upon the representations and war- ranties set forth in this Agreement, each the Mortgage Lender severally agrees to make Mortgage Loans in Dollars and Foreign Currencies (the “Revolving Loans”) with respect to the Borrower Eligible Projects identified in Exhibit A hereto from time to time in during the amount of such Lender’s Commitment Percentage of such Loans for period from the purposes hereinafter set forth; provided that (i) with regard date hereof up to and including the Lenders collectively, the sum last day of the aggregate principal Dollar Amount Origination Period (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard including any extensions thereto pursuant to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectivelySection 2.7), the aggregate principal Dollar amount of which shall not be less than the Commitment Amount (determined as for each Eligible Project; provided, however, that the aggregate principal amount of the most recent Revaluation Date) of Foreign Currency Mortgage Loans plus originated by the aggregate Dollar Amount (determined as of Mortgage Lender with respect to the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency Eligible Projects that are subject to this Agreement shall not exceed SIXTY MILLION DOLLARS ($60,000,000) (the Foreign Currency Sublimit"Maximum Commitment Amount"); provided further, that the Mortgage Lender shall not originate Mortgage Loans in an aggregate principal amount exceeding the amounts set forth in Exhibit C hereto sooner that the dates indicated in such Exhibit C and shall not originate Mortgage Loans in any Subsidy Rate Category in an amount greater than that contemplated by the Procedural Guide. Revolving Each Mortgage Loan made by the Mortgage Lender under this Agreement shall reduce the amount of the Maximum Commitment Amount by the original principal amount of such Mortgage Loan. The Mortgage Loans may consist of Base Rate Loans or Eurocurrency Rate Loansare to be made by the Mortgage Lender with respect to each Eligible Project pursuant to this Agreement, or a combination thereof, after approval by the Agency as the Borrower may requesthereinafter required, and may shall be repaid and reborrowed in all respects in accordance with the provisions hereofof the Act 124 Program and the Procedural Guide. No Mortgage Loan shall be entitled to Act 124 Subsidy under the Act 124 Program unless the applicable Mortgage File has been submitted to the Agency for its review and the Mortgage Loan has been approved by the Agency pursuant to Sections 4.12 and 4.13 of the Procedural Guide. The Commitment Amount for each Eligible Project set forth in Exhibit A is equal to the aggregate original principal balances of the Mortgage Loans encumbering Eligible Residences in the Eligible Project that are required to be delivered under the Act 124 Program by the Developer under its Developer Commitment Letter. During the Origination Period the Agency may substitute any of the Eligible Projects identified in Exhibit A hereto with other Eligible Projects, if the Agency determines that the Eligible Project being substituted will not be able to comply with its commitment to deliver Eligible Residences under the Program within the applicable Commitment Period; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans that the aggregate Commitment Amount for the Eligible Projects subject to this Agreement may never exceed the Maximum Commitment Amount and (B) Loans made on that the Closing Date or on any Delivery Period for each Eligible Project may not extend beyond the end of the three Business Days following Origination Period (as may be extended by the Closing Date may only consist Agency pursuant to Section 2.7 of Base Rate Loans unless this Agreement). After any such substitution, the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Mortgage Lender shall be made obligated to make Mortgage Loans for the Eligible Residences within the Delivery Period with respect to any new Eligible Project designated by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officethe Agency pursuant to this Section.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofset forth herein, each Incremental Lender severally agrees to make Term B-4 Loans to the Borrower on the Incremental Effective Date in Dollars and Foreign Currencies a principal amount not to exceed such Incremental Lender’s Term B-4 Loan Commitment in accordance with the applicable procedures set forth in Article II of the Credit Agreement. The Borrower agrees to pay to each Incremental Lender on the Incremental Effective Date a closing fee equal to 2.50% (the “Revolving LoansClosing Fee”) of such Incremental Lender’s Term B-4 Loan made on the Incremental Effective Date. Such Closing Fee will be in all respects fully earned, due and payable on the Incremental Effective Date and nonrefundable and non-creditable thereafter. The Borrower authorizes each such Incremental Lender to satisfy the Borrower from time Borrower’s obligation to time in pay such Closing Fee to such Incremental Lender by such Incremental Lender deducting the amount of such Closing Fee from the principal amount of the Term B-4 Loan disbursed on the Incremental Effective Date by such Incremental Lender and by such Incremental Lender retaining the amount so deducted for such Incremental Lender’s Commitment Percentage own account. The payment of such Loans for Closing Fee shall not reduce the purposes hereinafter set forth; provided that (i) with regard to principal amount of the Lenders collectivelyTerm B-4 Loan made by such Incremental Lender, and the disbursement of the proceeds of such Term B-4 Loan, exclusive of the amount of such Closing Fee, shall satisfy such Incremental Lender’s Term B-4 Loan Commitment relating thereto in full. Unless previously terminated, the sum Term B-4 Loan Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, Incremental Effective Date and (iiy) with regard to each Lender individuallyNovember 13, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Office2009.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, (i) each US Revolving Credit Facility Lender severally agrees to make Loans Advances in US Dollars to any one or more of the Facility Borrowers under the US Revolving Credit Facility (subject to the Consoltex Mexico Borrowing Limit) on a pro rata basis as to each US Revolving Credit Loan requested by such Facility Borrowers on any day determined by such Lender's Applicable Commitment Percentage with respect to the US Revolving Credit Facility; and Foreign Currencies (ii) each Canadian Revolving Credit Facility Lender severally agrees to make Advances and accept Bankers' Acceptances in Canadian Dollars or US Dollars (as selected by the “Revolving Loans”applicable Facility Borrower) to the Borrower from time Facility Borrowers under the Canadian Revolving Credit Facility on a pro rata basis as to time in each Canadian Revolving Credit Loan requested by such Facility Borrowers on any day determined by such Lender's Applicable Commitment Percentage with respect to the Canadian Revolving Credit Facility; PROVIDED, HOWEVER, that immediately after giving effect to each such Loan, (i) the amount of Outstandings under both the US Revolving Credit Facility and the US Letter of Credit Facility on such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans day shall not exceed the Aggregate Total Commitment under the US Revolving Committed AmountCredit Facility on such day, and (ii) with regard to each Lender individuallythe aggregate amount of Outstandings under the Canadian Revolving Credit Facility, the sum Canadian Swing Line Facility and the Canadian Letter of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Credit Facility on such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations day shall not exceed the Total Commitment under the Canadian Revolving Credit Facility on such Lender’s Revolving Committed Amount day and (iii) with regard to all Outstandings under all Facilities (other than the Lenders collectively, Term Loan Facilities and the aggregate principal Dollar Amount (determined as of the most recent Revaluation DateTerm B Loan Facility) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency on such day shall not exceed the Foreign Currency SublimitBorrowing Base Availability on such day (with respect to clauses (i), (ii) and (iii), the "Maximum Permissible Principal Amount"). Within such limits (and the Consoltex Mexico Borrowing Limit), the Facility Borrowers under the Revolving Loans Credit Facilities and under the Canadian Swing Line Facility may consist borrow and (under the Canadian Revolving Credit Facility only) issue Bankers' Acceptances, pay or repay and reborrow, under the Revolving Credit Facilities and under the Canadian Swing Line Facility on any Business Day from the Original Closing Date until, but (as to borrowings, reborrowings or the issuance of Base Rate Loans or Eurocurrency Rate LoansBanker's Acceptances) not including, or a combination thereof, as the Borrower may requestRevolving Credit Termination Date. Bankers' Acceptances are not available, and may shall not be repaid and reborrowed in accordance with issued or accepted under, the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending OfficeUS Revolving Credit Facility.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Revolving Credit Lender severally agrees to make Loans US Facility Advances in US Dollars and Foreign Currencies (the “Revolving Loans”) to the any US Facility Borrower from time to time from the Closing Date until the day immediately preceding the Facility Termination Date, on a pro rata basis as to the total borrowing requested by such US Facility Borrower on any day determined by such Revolving Credit Lender's Applicable Commitment Percentage, in an aggregate principal amount up to but not exceeding the amount Commitment of such Revolving Credit Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that the Revolving Credit Lenders will not be required and shall have no obligation to make any US Facility Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Revolving Credit Lenders have accelerated the maturity of the Obligations as a result of an Event of Default; provided, further, however, that immediately after giving effect to each such US Facility Advance, the Total Outstandings shall not exceed the Total Commitment. Within such limits, the US Facility Borrowers may borrow, repay and reborrow US Facility Loans hereunder, on a Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the Facility Termination Date; provided, however, that (A) Loans denominated in a Foreign Currency no Eurodollar Rate Loan shall consist solely of Eurocurrency Rate Loans be made which has an Interest Period that extends beyond the Stated Maturity Date and (B) Loans made each Eurodollar Rate Loan may be repaid only on the Closing Date or on any last day of the three Business Days following Interest Period with respect thereto, unless such payment is accompanied by the Closing Date may only consist additional payment, if any, due under Section 5.05 hereof. The US Facility Borrowers agree that if at any time the US Facility Outstandings shall exceed the Total Commitment, the US Facility Borrowers shall immediately repay a principal amount of Base Rate the outstanding US Facility Loans unless such that, as a result of such reduction, the Borrower executes a funding indemnity letter in form and substance satisfactory to Total Commitment shall equal or exceed the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending OfficeTotal Outstandings.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each US Facility Lender severally agrees to make Loans make, on behalf of all the Lenders, US Facility Advances in US Dollars and Foreign Currencies (the “Revolving Loans”) to the US Facility Borrower from time to time in from the amount Closing Date until the US Facility Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by the US Facility Borrower on any day determined by such US Facility Lender's Applicable Fronting Percentage for the US Facility, up to but not exceeding the US Facility Fronting Commitment of such US Facility Lender’s , and each Lender shall have a Participation in each such US Facility Advance pursuant to SECTION 2.14 equal in amount to its Applicable Commitment Percentage of times such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereofUS Facility Advance; provided, however, that the US Facility Lenders will not be required and shall have no obligation to make any US Facility Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Lenders have accelerated the maturity of the Obligations as a result of an Event of Default; provided further, however, that immediately after giving effect to each such US Facility Advance, (x) the US Facility Outstandings shall not exceed the Total US Facility Commitment and (y) the US Facility Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total US Facility Revolving Credit Commitment. Within such limits, the US Facility Borrower may borrow, repay and reborrow US Facility Loans hereunder, on a Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the US Facility Revolving Credit Termination Date; provided, however, that (A) Loans denominated in a Foreign Currency no Eurodollar Rate Loan shall consist solely of Eurocurrency Rate Loans be made which has an Interest Period that extends beyond the US Facility Revolving Credit Termination Date and (B) Loans made each Eurodollar Rate Loan may be repaid only on the Closing Date or on any last day of the three Business Days following Interest Period with respect thereto, unless such prepayment is accompanied by the Closing Date may only consist additional payment, if any, due under SECTION 6.05. The US Facility Borrower agrees that if at any time the US Facility Outstandings shall exceed the Total US Facility Commitment or the US Facility Revolving Credit Outstandings plus Letter of Base Rate Credit Outstandings shall exceed the Total US Facility Revolving Credit Commitment, the US Facility Borrower shall immediately repay a principal amount of the outstanding US Facility Loans unless such that, as a result of such reduction, the Borrower executes a funding indemnity letter in form Total US Facility Commitment shall equal or exceed the US Facility Outstandings and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Total US Facility Revolving Credit Commitment shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officeequal or exceed the US Facility Revolving Credit Outstandings plus Letter of Credit Outstandings.

Commitment. During the Commitment Period, Upon and subject to the terms and conditions hereofset forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Revolving Loans” and individually called a “Revolving Loan”) from time to time on any Business Day during the Availability Period in such Xxxxxx’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to make Loans issue, extend and renew in Dollars such Lender’s Applicable Percentage, Syndicated Letters of Credit at the request of and Foreign Currencies (for the “Revolving Loans”) to account of the Borrower Account Parties from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Account Parties from time to time during the Availability Period and each Lender agrees to purchase risk participations in the amount obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.2; provided, however, that after giving effect to any Credit Extension (including any concurrent repayment of Swingline Loans with proceeds of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that Credit Extension), (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans Total Outstandings shall not exceed the Aggregate Revolving Committed AmountCommitments, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as Outstanding Amounts of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations any Lender shall not exceed such Lender’s Revolving Committed Amount and Commitment, (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC LC Obligations in with respect of to Fronted Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency SublimitFronted Letter of Credit Sublimit and (iv) the LC Obligations of any Fronting Bank with respect to Fronted Letters of Credit issued by such Fronting Bank shall not exceed any sublimit agreed to between the Account Parties and such Fronting Bank (it being agreed that the sublimit for Xxxxx Fargo as Fronting Bank with respect to any such Fronted Letters of Credit shall be $25,000,000 as of the date hereof). Revolving Loans may consist Within the limits of Base Rate Loans or Eurocurrency Rate Loansthis Section 2.1 and subject to the other terms and conditions hereof, or a combination thereof, as the Borrower may requestborrow Loans under this Section 2.1, prepay Loans under Section 2.3 and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) reborrow Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officeunder this Section 2.1.

Commitment. During Subject to the Commitment terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Parent Borrower and the Vion Subsidiary Borrowers in dollars and Euro and to the Canadian Borrower in Canadian Dollars, in each case, from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the Dollar Equivalent of the sum of the total Revolving Exposures exceeding the total Revolving Commitments, (iii) the USD Only Revolving Exposures exceeding the USD Only Revolving Commitment, (iv) the USD/Multicurrency Revolving Exposures exceeding the USD/Multicurrency Revolving Commitment and (v) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeding the Multicurrency Revolving Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan; provided further that notwithstanding anything herein to the contrary, solely for the purpose of consummating the Vion Acquisition, the Parent Borrower CREDIT AGREEMENT, Page 51 and/or the Dutch Parent Borrower (x) may borrow Swingline Loans (which will be Certain Funds Loans) on the Vion Acquisition Closing Date in Dollars or Euro in an amount the Dollar Equivalent of which does not exceed $200,000,000 and (y) to the extent such right is exercised and such Swingline Loans and any interest thereon have not been repaid within two Business Days, the applicable Borrower shall submit to the Administrative Agent a notice of borrowing for Revolving Loans denominated in the same currency and amount as such Swingline Loans were made on the Vion Acquisition Closing Date, which such notice or notices shall not be revocable unless such Swingline Loans are repaid prior to the making of such Revolving Loans. Within the foregoing limits and subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectivelyforth herein, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the relevant Borrower may requestborrow, prepay and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officereborrow Swingline Loans.

Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Alternate Base Rate Loans or Eurocurrency LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency LIBOR Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency LIBOR Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency LIBOR Lending Office. Eurocurrency LIBOR Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency LIBOR Lending Office. Alternate Base Rate Loans shall be made by each Lender at its Domestic Lending Office.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) available to the Borrower such Lender's Commitment Percentage of revolving credit loans requested by the Borrower in Dollars ("Loans") from time to time in from the amount of Closing Date until the Termination Date, or such Lender’s Commitment Percentage of such Loans earlier date as the Commitments shall have been terminated as provided herein for the purposes hereinafter set forth; provided provided, however, that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) amount of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 3.4, the Aggregate Revolving "Committed Amount") ; provided, and further, (iii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of 's outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving 's Commitment Percentage of the Committed Amount Amount, and (iiiii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as amount of the most recent Revaluation Date) of Foreign Currency outstanding Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency outstanding shall not exceed the Foreign Currency SublimitCommitted Amount. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that (Ax) during the Initial Interest Rate Period, all Eurodollar Loans denominated in a Foreign Currency shall consist solely have an Interest Period of Eurocurrency Rate Loans one (1) month and (By) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate no more than 7 Eurodollar Loans shall be made by each Lender outstanding hereunder at its Domestic Lending Officeany time. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of the existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period. Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) available to the Borrower such Lender's Commitment Percentage of revolving credit loans requested by the Borrower in Dollars ("Revolving Loans") from time to time in from the amount of Closing Date until the Maturity Date, or such Lender’s Commitment Percentage of such Loans for earlier date as the purposes hereinafter set forthCommitments shall have been terminated as provided herein; provided provided, however, that (i) with regard to the Lenders collectively, the sum of the aggregate outstanding principal Dollar Amount (determined as amount of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount; provided, and further, (iiA) with regard to each Lender individually, such Lender's outstanding principal amount of Revolving Loans shall not exceed such Lender's Commitment Percentage of the Committed Amount, (B) the sum of the aggregate outstanding principal Dollar Amount (determined as amount of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of LOC Obligations plus Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving the Committed Amount and (iiiC) with regard to the Lenders collectively, sum of the aggregate outstanding principal Dollar Amount (determined as amount of the most recent Revaluation Date) of Foreign Currency Revolving Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency Swingline Loans shall not exceed the Foreign Currency SublimitBorrowing Base. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Eurodollar Loans, or a combination thereof, as the Borrower may request; provided, however, that no more than 10 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period). Revolving Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Office.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, ---------- each Lender with a Revolving Credit Commitment severally agrees to make Loans Advances in Dollars and Foreign Currencies or an Alternative Currency (as specified in the “Revolving Loans”respective Borrowing Notice) to the applicable Borrower or Borrowers under the Revolving Credit Facility from time to time in from the amount Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the applicable Borrower or Borrowers on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender’s Commitment Percentage of , provided, however, that the -------- ------- Lenders will not be required and shall have no obligation to make any such Loans for the purposes hereinafter set forth; provided that Advance (i) with regard to so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Lenders collectively, Agent has accelerated the sum maturity of any of the aggregate principal Notes as a result of an Event of Default; provided further, however, that immediately -------- ------- after giving effect to each such Advance, (u) the Dollar Amount (determined as Value of the most recent Revaluation Date) principal amount of outstanding Revolving Loans Credit Outstandings plus outstanding Swingline Loans Swing Line Outstandings plus LOC Obligations plus outstanding Competitive Loans Letter of Credit Outstandings shall not exceed the Aggregate Total Revolving Committed Amount, Credit Commitment and (iiv) with regard to each Lender individually, the sum Dollar Value of the aggregate principal Dollar Amount (determined as amount of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign an Alternative Currency shall not exceed the Foreign Total Alternative Currency Sublimit. Within such limits, the Borrowers may borrow, repay and reborrow under the Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate LoansCredit Facility on a Business Day from the Closing Date until, or a combination thereofbut (as to borrowings and reborrowings) not including, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereofRevolving Credit Termination Date; provided, however, that (Aw) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency no Eurodollar Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Loan shall be made which has an -------- ------- Interest Period that extends beyond the Stated Termination Date and (x) each Eurodollar Rate Loan may, subject to the provisions of Section 3.7, be repaid ----------- only on the last day of the Interest Period with respect thereto unless such payment is accompanied by each Lender the additional payment, if any, required by Section 6.5. The Borrowers agree that (y) if at its U.S. Eurocurrency Lending Officeany time the Dollar Value of ----------- Revolving Credit Outstandings plus the Dollar Value of Letter of Credit Outstandings plus Swing Line Outstandings shall exceed the Total Revolving Credit Commitment, the Borrowers shall immediately reduce the outstanding principal amount of the Revolving Loans such that, as a result of such reduction, the Dollar Value of Revolving Credit Outstandings and Swing Line Outstandings plus the Dollar Value of Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment and (z) if at any time the Dollar Value of Loans in an Alternative Currency exceed the Total Alternative Currency Sublimit by 105%, the Borrowers shall immediately make a Rate Adjustment Payment as set forth below in Section 3.1(b). Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Office.--------------

Commitment. During Subject to the Commitment terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Parent Borrower, the Dutch Parent Borrower and the Vion Subsidiary Borrowers in dollars and Euro and to the Canadian Borrower in Canadian Dollars, in each case, from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the Dollar Equivalent of the sum of the total Revolving Exposures exceeding the total Revolving Commitments, (iii) the USD Only Revolving Exposures exceeding the USD Only Revolving Commitment, (iv) the USD/Multicurrency Revolving Exposures exceeding the USD/Multicurrency Revolving Commitment and (v) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeding the Multicurrency Revolving Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan; provided further that notwithstanding anything herein to the contrary, solely for the purpose of consummating the Vion Acquisition, the Parent Borrower and/or the Dutch Parent Borrower (x) may borrow Swingline Loans (which will be Certain Funds Loans) on the Vion Acquisition Closing Date in Dollars or Euro in an amount the Dollar Equivalent of which does not exceed $200,000,000 and (y) to the extent such right is exercised and such Swingline Loans and any interest thereon have not been repaid within two Business Days, the applicable Borrower shall submit to the Administrative Agent a notice of borrowing for Revolving Loans denominated in the same currency and amount as such Swingline Loans were made on the Vion Acquisition Closing Date, which such notice or notices shall not be revocable unless such Swingline Loans are repaid prior to the making of such Revolving Loans. Within the foregoing limits and subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectivelyforth herein, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the relevant Borrower may requestborrow, prepay and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, (A) Loans denominated in a Foreign Currency shall consist solely of Eurocurrency Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officereborrow Swingline Loans.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) available to the Borrower such Lender's Commitment Percentage of revolving credit loans requested by the Borrower in Dollars ("Loans") from time to time in from the amount of Closing Date until the Termination Date, or such Lender’s Commitment Percentage of such Loans earlier date as the Commitments shall have been terminated as provided herein for the purposes hereinafter set forth; provided provided, however, that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) amount of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 3.4, the Aggregate Revolving "Committed Amount"); provided, and further, (iii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of 's outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving 's Commitment Percentage of the Committed Amount Amount, and (iiiii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as amount of the most recent Revaluation Date) of Foreign Currency outstanding Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency outstanding shall not exceed the Foreign Currency SublimitCommitted Amount. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that (Ax) during the Initial Interest Rate Period, all Eurodollar Loans denominated in a Foreign Currency shall consist solely have an Interest Period of Eurocurrency Rate Loans one (1) month and (By) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars shall be made by each Lender at its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate no more than 7 Eurodollar Loans shall be made by each Lender outstanding hereunder at its Domestic Lending Officeany time. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period. Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this ---------- Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) Advances to the Borrower under the Revolving Credit Facility from time to time in from the amount Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender’s Commitment Percentage of , provided, however, that the -------- Lenders will not be required and shall have no obligation to make any such Loans for the purposes hereinafter set forth; provided that Advance (i) with regard so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that -------- immediately after giving effect to each such Advance, the Lenders collectively, principal amount of Revolving Credit Outstandings plus the sum of the aggregate principal Dollar Letter of Credit Outstandings, Swing Line Outstandings and Reserve Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Total Revolving Committed AmountCredit Commitment. Within such limits, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may requestborrow, repay and may be repaid reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowed in accordance with reborrowings) not including, the provisions hereofRevolving Credit Termination Date; provided, however, that (Ay) Loans denominated in no Revolving Loan that is a Foreign Currency shall consist solely of Eurocurrency Eurodollar Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars -------- Loan shall be made which has an Interest Period that extends beyond the Stated Revolving Credit Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 3.7, be ----------- repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by each Lender at its U.S. Eurocurrency Lending Officethe additional payment, if any, required by Section 6.4. Eurocurrency Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Office.-----------

Commitment. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, each Revolving Credit Lender severally agrees to make Loans Offshore Facility Advances in Dollars the Applicable Currency (as specified in a Borrowing Notice) and Foreign Currencies (the “Revolving Loans”) in an Applicable Country to the any Offshore Facility Borrower requesting such Offshore Facility Advance in its Applicable Country from time to time from the Closing Date until the day immediately preceding the Facility Termination Date on a pro rata basis as to the total borrowing requested by such Offshore Facility Borrower on any day as determined by such Revolving Credit Lender's Applicable Commitment Percentage, in an aggregate principal amount up to but not exceeding the amount Commitment of such Revolving Credit Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that no Revolving Credit Lender will be required and shall have no obligation to make any Offshore Facility Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Lenders have accelerated the maturity of the Obligations as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Offshore Facility Advance, (A) Loans denominated in a Foreign Currency the Offshore Facility Outstandings shall consist solely of Eurocurrency Rate Loans not exceed the Offshore Facility Commitment and (B) Total Outstandings shall not exceed the Total Commitment. Within such limits, the Offshore Facility Borrowers may borrow, repay and reborrow Offshore Facility Loans made hereunder on any Business Day from the Closing Date or on any of until, but (as to borrowings and reborrowings) not including, the three Business Days following the Closing Date may only consist of Base Facility Termination Date; and provided, however, that (1) no Offshore Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. Eurocurrency Rate Loans denominated in Dollars Loan shall be made which has an Interest Period that extends beyond the Stated Maturity Date and (2) each Offshore Rate Loan may be repaid only on the last day of the Interest Period with respect thereto, unless such payment is accompanied by each Lender the additional payment, if any, due under Section 5.05 hereof. The Offshore Facility Borrowers agree that if at any time the Offshore Facility Outstandings shall exceed the Offshore Facility Commitment or the Total Outstandings shall exceed the Total Commitment, one or more of the Offshore Facility Borrowers shall immediately repay a principal amount of its U.S. Eurocurrency Lending Office. Eurocurrency Rate outstanding Offshore Facility Loans denominated in such that, as a Foreign Currency result of such reduction, the Offshore Facility Commitment shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans equal or exceed the Offshore Facility Outstandings and the Total Commitment shall be made by each Lender at its Domestic Lending Officeequal or exceed Total Outstandings.

Commitment. During From and including the Commitment Perioddate of this Agreement and prior to the Termination Date, each Lender severally agrees, subject to the terms and conditions hereofset forth in this Agreement, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in prior to the amount Termination Date, provided that the making of any such Loan will not cause the total of the outstanding principal balance of all Loans (including Swing Line Loans and Competitive Bid Loans) and the Facility Letter of Credit Obligations to exceed the Aggregate Commitment. Except for Swing Line Loans and Competitive Bid Loans, each Lender shall fund its Percentage of each Advance and no Lender will be required to fund any amount, which when aggregated with such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that of: (i) with regard to the Lenders collectivelyall other Advances (other than Competitive Bid Loans) then outstanding, the sum (ii) Facility Letter of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed AmountCredit Obligations, and (iiiii) with regard to each Lender individuallyall Swing Line Loans, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not would exceed such Lender’s Revolving Committed Amount and (iii) with regard Commitment. Subject to the Lenders collectivelyterms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Termination Date. The Commitments of each Lender to lend hereunder shall expire on the Termination Date. The Aggregate Commitment may be increased by up to $200,000,000 in the aggregate principal Dollar Amount (determined as from time to time by the addition of a new Lender or the increase of the most recent Revaluation Date) Commitment of Foreign Currency Loans plus an existing Lender with the aggregate Dollar Amount (determined consent of only the Borrower, the Administrative Agent, and the new or existing Lender providing such additional Commitment so long as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall Aggregate Commitment does not exceed $1,050,000,000 less any voluntary reductions pursuant to Section 2.7. Such increases shall be evidenced by the Foreign Currency Sublimitexecution and delivery of an Amendment Regarding Increase in the form of Exhibit J attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. Revolving On the effective date of each such increase in the Aggregate Commitment, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans may consist of Base Rate Loans or Eurocurrency Rate Loans, held by the other Lenders or a combination thereof, as the . The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Advances to achieve such result. Borrower may request, and may be repaid and reborrowed in accordance agrees to pay all fees associated with the provisions hereof; provided, however, (A) Loans denominated increase in the Aggregate Commitment including any amounts due under Section 4.4 in connection with any reallocation of LIBOR Advances. In no event will such new or existing Lenders providing the increase be required to fund or purchase a Foreign Currency shall consist solely portion of Eurocurrency Rate Loans and (B) Loans made any Competitive Bid Loan or Swing Line Loan to comply with this Section on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agentsuch date. Eurocurrency Rate Loans denominated in Dollars No Lender shall be made by each Lender at required to increase its U.S. Eurocurrency Lending Office. Eurocurrency Rate Loans denominated Commitment in a Foreign Currency shall be made by each Lender at its Foreign Currency Eurocurrency Lending Office. Base Rate Loans shall be made by each Lender at its Domestic Lending Officeconnection with the increase in the Aggregate Commitment herein described.