Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: forth herein, (ia) each Revolving Loan NAIC Tranche Lender severally agrees to make Revolving NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment; , (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount and (b) each Term Loan A Non-NAIC Tranche Lender severally agrees to make Term Loan A Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers on from time to time during the Closing Date, Availability Period in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Term Loan A Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment; and , (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on Dollar Equivalent of the Closing Date, total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an aggregate principal amount not to exceed Agreed Foreign Currency exceeding the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateForeign Currency Sublimit Dollar Amount. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers each Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination DateLoans under each Tranche. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees (a) to make Revolving Loans a Term A USD Loan in Dollars to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers Parent Borrower on the Closing Date, Restatement Effective Date in an aggregate principal amount not to exceed the amount of such Lender’s exceeding its Term Loan A USD Commitment; and , (iiib) each Term Loan B Lender severally agrees to make a Term A EUR Loan B in Euros to the Borrowers Parent Borrower on the Closing Date, Restatement Effective Date in an aggregate principal amount not exceeding its Term A EUR Commitment, (c) to exceed make Term B USD Loans in Dollars to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term B USD Commitment, (d) to make Term B EUR Loans in Euro to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term B EUR Commitment and (e) to make USD/Multicurrency Revolving Loans in Dollars or Alternative Currencies to the Parent Borrower, the Dutch Borrower and any Additional Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) the Dollar Equivalent of such Lender’s Term Loan B USD/Multicurrency Revolving Exposure exceeding such Lender’s USD/Multicurrency Revolving Commitment. , (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (yii) the aggregate Letter Dollar Equivalent of Credit Obligations and the USD/Multicurrency Revolving Exposure of all Lenders exceeding the aggregate USD/Multicurrency Revolving Commitment of all Lenders or (Biii) the amount by which (x) the then current Borrowing Base exceeds (y) Dollar Equivalent of the aggregate Letter of Credit Obligations. The Multicurrency Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on Exposure exceeding the Multicurrency Revolving Loan Commitment Termination DateSublimit. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount . Amounts repaid in respect of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid Loans may not be reborrowed. . Notwithstanding anything herein or in any other Loan Document to the contrary, (i) the proceeds of the Revolving Loans incurred by the Dutch Borrower will be made available solely to and received solely by the Dutch Borrower, (ii) the Dutch Borrower will not, and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other obligor under the Loan Documents and (iii) The aggregate principal amount the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of Term Loan B its assets with respect to any of the Obligations (including with respect to any Loans made on to the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowedDutch Borrower).

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Credit Commitment; (ii) each Initial Term Loan A Lender severally agrees to make the Initial Term Loan A to the Borrowers on the Closing Effective Date, in an aggregate principal amount not equal to exceed the amount of such Initial Term Loan Lender’s Initial Term Loan A Commitment; and (iii) each Delayed Draw Term Loan B Lender severally agrees to make the Delayed Draw Term Loan B Loans to the Borrowers Borrower on any Business Day prior to the Closing Date, DDTL Commitment Expiration Date in an aggregate Dollars in a principal amount not to exceed the amount of such Lender’s its Delayed Draw Term Loan B Commitment; provided that the Delayed Draw Term Loans shall be advanced to the Borrower in a single draw. (b) Notwithstanding the foregoing: (i) The No Revolving Loans will be advanced on the Effective Date. (ii) Immediately after the Effective Date, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsCommitment. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay and reborrow Revolving Loans, on or immediately after the Closing Effective Date and up prior to but excluding the Revolving Loan Commitment Termination Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (iiiii) The aggregate principal amount of the Initial Term Loan A made on the Closing Effective Date shall not exceed the Total Initial Term Loan A Commitment. Any principal amount of the Initial Term Loan A which is repaid or prepaid may not be reborrowed. (iiiiv) The aggregate principal amount of the Delayed Draw Term Loan B Loans made on the Closing Date hereunder shall not exceed the Total Delayed Draw Term Loan B Commitment. Any principal amount of the Delayed Draw Term Loan B Loans which is repaid or prepaid may not be reborrowed. (v) The aggregate principal amount of all Loans outstanding at any time to the Borrowers shall not exceed the Total Commitment.

Commitments. Prior to the Effective Date, to the extent any loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement, such outstanding loans shall be hereinafter referred to as the “Existing Loans”. Subject to the terms and conditions set forth in this Agreement, the Borrower, Holdings and relying upon each of the representations Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and warranties herein the reallocation and other transactions described in Section 1.06, the Existing Loans (if any) shall, as of the Effective Date, be reevidenced as Loans of the applicable Class under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth: forth herein, (ia) each Revolving Loan Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers at any time and Borrower in Dollars from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Dollar Tranche Revolving Loan Commitment; Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments and (b) each Term Loan A Multicurrency Tranche Lender (severally and not jointly) agrees to make Term Loan A Multicurrency Tranche Revolving Loans to the Borrowers on Borrower in Agreed Currencies from time to time during the Closing Date, Availability Period in an aggregate principal amount that will not result in (i) subject to exceed Sections 2.04 and 2.11(b), the amount Dollar Amount of such Lender’s Term Loan A Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment; and , (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) each Term Loan B Lender severally agrees subject to make Term Loan B to Sections 2.04 and 2.11(b), the Borrowers on Dollar Amount of the Closing Datetotal outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in an aggregate principal amount not to exceed each case denominated in Foreign Currencies, exceeding the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateForeign Currency Sublimit. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) , each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time from after the Closing Date to until the day immediately preceding earlier of the Maturity Date and the termination of the Revolving Loan Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s Revolving Loan Exposure exceeding the lesser of (i) an amount equal to such Lender’s Revolving Commitment; , (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and Pro Rata Percentage of an amount equal to (A) the Total Revolving Commitments, minus (B) the LC Exposure, minus (C) the Swingline Exposure, and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment.Pro Rata Percentage of an amount equal to (A) the Borrowing Base minus (B) the LC Exposure, minus (C) the Swingline Exposure; and (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans that are made by Lenders pursuant to Section 2.01(a) and that are outstanding at any time to the Borrowers Borrower shall not exceed the lower at such time of difference between (A) the amount by which lesser of (x1) the Borrowing Base and (2) Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations Commitment, and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter sum of Credit Obligationsany outstanding Swingline Loans plus Total LC Exposure. No Revolving Loans shall be made if such Revolving Loans shall cause Undrawn Availability to be less than zero. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Maturity Date. Within the foregoing limits limits, Borrower may borrow, repay and reborrow, on or after the Closing Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on all Loans and the Closing Date Total LC Exposure outstanding at any time shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowedRevolving Commitments. (iii) The aggregate principal amount of Term Each Revolving Loan B made on the Closing Date pursuant to Section 2.02(a) shall not exceed the Total Term either be an ABR Revolving Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborroweda Eurodollar Revolving Loan.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally and not jointly agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time from after the Closing Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s 's Revolving Loan Credit Commitment;; and (ii) each Term Loan A Lender severally agrees to make a Term Loan A to the Borrowers Borrower on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s 's Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed the lower at such time of (A) the amount by which difference between (x1) the Total Revolving Loan Credit Commitment exceeds and (y2) the aggregate Letter of Credit Obligations and (B) the amount by which difference between (x1) the then current Borrowing Base exceeds and (y2) the aggregate Letter of Credit Obligations. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the Borrower may borrow, repay and reborrow the Revolving Loans on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of the Term Loan A made on the Closing Effective Date shall not exceed the Total Term Loan A Commitment. Any principal amount of the Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A B Loans in Dollars to the Borrowers Borrower on the Closing Date, Date in an aggregate principal amount not to exceed the amount of such Lender’s its Term B Loan A Commitment; and, (iiib) each Term Loan B Lender severally agrees to make Term Loan B Revolving Facility Loans of a Class in Dollars to the Borrowers on Borrower from time to time during the Closing Date, Availability Period in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Term Loan B Commitment. Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (Aii) the amount by which (x) Revolving Facility Credit Exposure of such Class exceeding the Total total Revolving Loan Commitment exceeds (y) the aggregate Letter Facility Commitments of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Datesuch Class. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Facility Loans, on or after the Closing Date and up to but excluding the Revolving , (c) each Lender having an Incremental Term Loan Commitment Termination Date. (ii) The agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: forth herein, each Multicurrency Lender agrees to make (i) each Multicurrency Revolving Loan Lender severally agrees to make Revolving Committed Loans denominated in US Dollars or Designated Foreign Currencies to the Borrowers at any time US Borrowers, and (ii) Multicurrency Revolving Committed Loans denominated in US Dollars or Designated Foreign Currencies (other than Yen) to the Swiss Borrowers, in each case from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (A) such Lender’s Multicurrency Revolving Loan Exposure exceeding its Multicurrency Commitment;, (B) the aggregate amount of the Multicurrency Lenders’ Multicurrency Revolving Exposures of all Multicurrency Revolving Committed Loans denominated in Designated Foreign Currencies made to US Borrowers exceeding the Designated Foreign Currency Sublimit, (C) the aggregate amount of the Multicurrency Lenders’ Multicurrency Revolving Exposures of all Swiss Revolving Committed Loans exceeding the Swiss Borrower Sublimit or (D) the aggregate amount of the Multicurrency Lenders’ Multicurrency Revolving Exposures exceeding the aggregate amount of the Multicurrency Commitments. (b) Subject to the terms and conditions set forth herein, each Yen Enabled Lender agrees to make (i) Yen Enabled Revolving Loans to the Japanese Borrowers denominated in Yen and (ii) each Term Loan A Lender severally agrees to make Term Loan A Yen Enabled Revolving Loans to the US Borrowers on the Closing Date, denominated in US Dollars in an aggregate principal amount at any time outstanding that will not to exceed the amount of result in (A) such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Yen Enabled Exposure exceeding its Yen Enabled Commitment exceeds (y) the aggregate Letter of Credit Obligations and or (B) the aggregate amount by which (x) of the then current Borrowing Base exceeds (y) Lenders’ Yen Enabled Exposures exceeding the aggregate Letter amount of Credit Obligations. The Revolving Loan Commitment the Yen Enabled Commitments. (c) Within the limits of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits Lender’s Commitment, and subject to the terms, provisions other terms and limitations set forth hereinconditions hereof, the Borrowers may borrowborrow under this Section 2.01, repay prepay under Section 2.11, and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Dateunder this Section 2.01. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan US Tranche Lender severally agrees to make US Tranche Revolving Loans to the Borrowers at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding US Dollars in amounts that will not to exceed the amount of result in (i) such Lender’s 's US Tranche Revolving Loan Exposure exceeding its US Tranche Commitment; , (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on aggregate US Tranche Revolving Exposures exceeding the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and US Tranche Commitments or (iii) each Term the sum of the aggregate Revolving Exposures plus the aggregate Competitive Loan B Lender severally agrees to make Term Loan B to Exposures exceeding the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B CommitmentCommitments. (b) Notwithstanding Subject to the foregoing: terms and conditions set forth herein, each Multicurrency Tranche Lender agrees to make Multicurrency Tranche Revolving Loans to the Borrowers from time to time during the Availability Period in US Dollars or one or more Committed Foreign Currencies (other than Australian Dollars) in amounts that will not result in (i) The such Lender's Multicurrency Tranche Revolving Exposure exceeding its Multicurrency Tranche Commitment, (ii) the aggregate principal amount Multicurrency Tranche Revolving Exposures exceeding the aggregate Multicurrency Tranche Commitments, and (iii) the sum of the aggregate Revolving Exposures plus the aggregate Competitive Loan Exposures exceeding the aggregate Commitments, or (iv) the aggregate US Dollar Equivalent of all outstanding Loans denominated in Swiss Francs exceeding US$200,000,000. (c) Subject to the terms and conditions set forth herein, each Australian Tranche Lender agrees (i) to make Australian Tranche Revolving Loans outstanding at any time to the Borrowers shall Australian Borrowing Subsidiaries in Australian Dollars from its Australian Lending Office, and (ii) to make Australian Tranche Revolving Loans to the Company and the US Borrowing Subsidiaries in US Dollars from its US Lending Office, in amounts that will not exceed the lower at such time of result in (A) the amount by which (x) the Total such Lender's Australian Tranche Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and Exposure exceeding its Australian Tranche Commitment, (B) the amount by which aggregate Australian Tranche Revolving Exposures exceeding the aggregate Australian Tranche Commitments or (xC) the then current Borrowing Base exceeds (y) sum of the aggregate Letter of Credit Obligations. The Revolving Exposures plus the aggregate Competitive Loan Commitment of each Lender shall automatically and permanently be reduced to zero on Exposures exceeding the Revolving Loan Commitment Termination Date. aggregate Commitments. (d) Within the foregoing limits limits, and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers any Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make loans (each such loan, a “Revolving Loans A Loan”) to the Borrowers at any time and Company in Dollars or in one or more Alternative Currencies from time to time from on any Business Day during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans not to exceed at any time outstanding not to exceed the amount of such Lender’s Revolving Loan A Commitment; ; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the Revolving A Credit Exposure of any Lender shall not exceed such Lender’s Revolving A Commitment and (iii) the aggregate Outstanding Amount of all Revolving A Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Term Loan Lender’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Term Loan A loans (each such loan, a “Revolving B Loan”) to the Borrowers Dutch Borrower in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Closing Date, Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Term Loan A Revolving B Commitment; and (iii) each Term Loan provided, however, that after giving effect to any Borrowing of Revolving B Lender severally agrees to make Term Loan B to the Borrowers on the Closing DateLoans, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of the Total Revolving Loans outstanding at any time to the Borrowers B Outstandings shall not exceed the lower at such time of Aggregate Revolving B Commitments and (Aii) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter B Credit Exposure of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each any Lender shall automatically and permanently be reduced to zero on the not exceed such Lender’s Revolving Loan Commitment Termination DateB Commitment. Within the foregoing limits of each Lender’s Revolving B Commitment, and subject to the terms, provisions other terms and limitations set forth hereinconditions hereof, the Borrowers Dutch Borrower may borrowborrow under this Section 2.01(b), repay prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving B Loans may be Base Rate Loans or Eurocurrency Rate Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Datea combination thereof, as further provided herein. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees to make Revolving Term B Loans in Dollars to the Borrowers at any time and from time to time from Company on the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed its Term B Loan Commitment; provided that the full amount of the Term B Loan Commitment shall be drawn in a single drawing on the Closing Date, and (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars or in any Alternate Currency to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Loan Commitment; Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, and (c) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement to make Incremental Term Loan A Loans to the Borrowers on Borrower specified in the Closing Dateapplicable Incremental Assumption Agreement, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (bd) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount Amounts of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth:, each Lender agrees, severally and not jointly, to make Standby Loans to the Borrowers, at any time and from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender. (ib) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, each Revolving Loan Local Currency Lender agrees, severally agrees and not jointly, to make Revolving Local Currency Loans to the Borrowers at any time and from time to time from on and after the Closing execution of the applicable Local Currency Addendum and until earlier of the Maturity Date and the termination of the Commitment (or the commitment under such Local Currency Addendum) of such Local Currency Lender. (c) Notwithstanding anything to the day immediately preceding the Revolving Loan Commitment Termination Datecontrary contained in this Agreement, in an no event may Standby Loans or Local Currency Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby Credit Exposures, the aggregate Competitive Loan Exposures and the aggregate L/C Exposures would exceed the Total Commitment then in effect, (ii) the sum of the Standby Credit Exposure and the L/C Exposure of any Lender would exceed such Lender's Commitment or (iii) the Dollar Equivalent of the aggregate principal amount of Revolving the outstanding Local Currency Loans at of any time outstanding not to Local Currency Lender denominated in a specified Local Currency would exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A applicable Local Currency Facility Maximum Borrowing Amount or any Local Currency Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Maximum Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsAmount. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. 21 16 Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay pay or prepay and reborrow Revolving LoansStandby Loans and Local Currency Loans hereunder, on or and after the Closing Effective Date and up prior to but excluding the Revolving Loan Commitment Termination Maturity Date, subject to the terms, conditions and limitations set forth herein. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees to make Revolving on the Fifth Amendment Agreement Effective Date, certain Lenders made Term B-1 Loans in Dollars to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Borrower in an aggregate principal amount equal to $3,553,694,684.53. (b) each Lender agrees to make Revolving Facility Loans of Revolving Loans at any a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower from time outstanding to time during the Availability Period in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and, (iiid) each Term Loan B Lender severally agrees having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Term Loan B Incremental Revolving Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B its Incremental Revolving Facility Commitment., and (be) Notwithstanding the foregoing: amounts borrowed under Section 2.01(a) or (ic) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to continue as Term Loans hereunder, including as Xxxxxxx Term Loans and relying upon WOW Term Loans hereunder, the representations aggregate principal amount of "Term Loans", including "Xxxxxxx Term Loans" and warranties herein set forth: "WOW Term Loans", under and as defined in the Original Credit Agreement that are outstanding on the Restatement Effective Date (isuch Lender's "Outstanding Loans"), (b) each Revolving Loan Lender severally agrees to make additional Term Loans, including Southwest Term Loans, to the Borrower from time to time during the Term Availability Period in a principal amount not exceeding the excess of such Lender's Term Commitment, if any, over the amount of such Lender's Outstanding Loans and (c) to make Revolving Loans to the Borrowers at any time and Borrower from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment; provided, no Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each shall be made until all Term Loan A Lender severally agrees to make Term Loan A to the Borrowers Commitments have been borrowed; provided further, that, on the Closing Restatement Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The Borrower must borrow a minimum aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time $53,000,000 of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateTerm Loans. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount . Amounts repaid in respect of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, including Section 5.08, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower in Dollars from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount that will not result (after giving effect to any application of Revolving Loans at any time outstanding not proceeds of such Borrowing pursuant to exceed the amount of Section 2.10) in (a) such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of Xxxxxving Credit Exposure exceeding such Lender’s Term Loan A Xxxxxving Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds Credit Exposure exceeding the total Revolving Commitments or (yc) the aggregate Letter sum of the Total Revolving Credit Obligations and (B) Exposure plus the amount by which (x) total Term Loan Exposures exceeding the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateBase. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (iia) The Subject to the terms and conditions set forth herein, including Section 5.08, each Term Loan Lender agrees to make Term Loans to the Borrower in Dollars as requested by the Borrower in a Borrowing Request in up to three (3) Borrowings during the Term Loan Availability Period in an aggregate principal amount that will not result in (i) the aggregate principal amount of the Term Loans to be made by such Term Loan A made on the Closing Date shall not exceed the Total Lender exceeding its Term Loan A Commitment. Any , (ii) the aggregate principal amount of all Term Loans made by the Term Loan A which Lenders exceeding the total Term Loan Commitments, or (iii) the sum of the Total Revolving Credit Exposure plus the total Term Loan Exposures exceeding the Borrowing Base. The Term Loan Commitments of the Lenders to make the Term Loans shall DB3/ 204690278.10 automatically expire and terminate on Term Loan Availability End Date (whether or not the Borrower has fully utilized the Term Loan Commitments). Any portion of the Term Loans that is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject (a) FACILITY A REVOLVING COMMITMENT. On and after the Closing Date and prior to the Facility A Termination Date, upon the terms and conditions set forth in this Agreement and relying in reliance upon the representations and warranties of Borrower herein set forth: (i) , each Revolving Loan Lender severally agrees to make Revolving Loans Advances to the Borrowers at any time and Borrower from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding amounts not to exceed in the aggregate at any one time outstanding the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan its Facility A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of Commitment PROVIDED that (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) if any Facility Letters of Credit are issued and outstanding or drawn and unreimbursed, the aggregate availability under the Facility A Commitments of the Lenders shall be reduced by the aggregate amount of the Facility Letter of Credit Obligations for as long as, and (B) to the amount by which (x) extent that, they remain outstanding or unreimbursed, and the then current Borrowing Base exceeds (y) availability under the aggregate Letter of Credit Obligations. The Revolving Loan Facility A Commitment of each Lender shall automatically and permanently accordingly be reduced to zero on a PRO RATA basis in accordance with its Pro Rata Share, (B) in no event may the Revolving Loan Commitment Termination Dateaggregate principal amount of all outstanding Facility A Advances and the aggregate amount of all Facility Letter of Credit Obligations exceed the Aggregate Facility A Commitment, and (C) in no event shall the aggregate principal amount of all outstanding Advances at any time exceed the Borrowing Base at such time. Within the foregoing limits and subject Subject to the terms, provisions and limitations set forth hereinterms of this Agreement, the Borrowers Borrower may borrow, repay and reborrow Revolving Loans, under Facility A at any time prior to the Facility A Termination Date. The Facility A Commitments to lend hereunder shall expire on or after the Closing Date and up to but excluding the Revolving Loan Commitment Facility A Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower in Agreed Currencies from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of that will not result in (i) such Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Credit Exposure exceeding such Revolving Lender’s Revolving Commitment; , or (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Revolving Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) Exposures exceeding the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination DateLoans in Agreed Currencies. (iib) The Subject to the terms and conditions set forth herein, each Term A Loan Lender agrees to make Term A Loans in U.S. Dollars to the Borrower on the Effective Date in an aggregate principal amount equal to its Term A Loan Commitment; provided, that the making of such Term Loan A made on Loans will not result in (i) the Closing Date shall not exceed the Total Term Loan A Commitment. Any outstanding principal amount of such Term A Loan Lender’s Term A which is repaid or prepaid Loans exceeding the amount of such Term A Loan Lender’s Term A Loan Commitment and (ii) the aggregate outstanding principal amount of all Term A Loans exceeding the aggregate of the Term A Loan Commitments. No amount in respect of the Term A Loans may not be reborrowedreborrowed once it has been repaid. Term A Loans shall be made available in immediately funds in U.S. Dollars in such account and at such time on the Effective Date as designated by the Administrative Agent to the Term A Loan Lenders. (iiic) The Subject to the terms and conditions set forth herein, each Term B Loan Lender agrees to make Term B Loans in U.S. Dollars to the Borrower on the Effective Date in an aggregate principal amount equal to its Term B Loan Commitment; provided, that the making of such Term Loan B made on Loans will not result in (i) the Closing Date shall not exceed the Total Term Loan B Commitment. Any outstanding principal amount of such Term B Loan Lender’s Term B which is repaid or prepaid Loans exceeding the amount of such Term B Loan Lender’s Term B Loan Commitment and (ii) the aggregate outstanding principal amount of all Term B Loans exceeding the aggregate of the Term B Loan Commitments. No amount in respect of the Term B Loans may not be reborrowedreborrowed once it has been repaid. Term B Loans shall be made available in immediately funds in U.S. Dollars in such account and at such time on the Effective Date as designated by the Administrative Agent to the Term B Loan Lenders.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at each Borrower in Dollars or any time and Optional Currency other than Yen from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination DateAvailability Period so long as, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of after giving effect thereto, (i) such Lender’s 's Revolving Loan Credit Exposure will not exceed such Lender's Commitment; , and (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on sum of the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of total Revolving Loans outstanding at any time to the Borrowers shall Credit Exposures will not exceed the lower at such time sum total of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the termsterms and conditions set forth herein, provisions each Borrower may borrow, prepay and limitations reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. (i) Subject to the terms and conditions set forth herein, the Borrowers Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with their Yen Commitments, to each Borrower from time to time during the Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the outstanding Yen Loans made by any Yen Fronting Lender will not exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, repay prepay and reborrow Revolving Yen Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The If any Event of Default shall occur and be continuing, any Yen Fronting Lender may by written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate principal amount of Term Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan A or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the Administrative Agent from the applicable Borrower (or other party on behalf of the applicable Borrower) in respect of such Loan after receipt by the Yen Fronting Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Borrower of its obligations in respect of the payment thereof. From and after such purchase, (A) the outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (B) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the Closing Date date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not exceed have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the Total Term time such Yen Loan A Commitment. Any principal amount was made and such Lender shall have notified the Yen Fronting Lenders in writing, at least one Business Day prior to the time such Yen Loan was made, that such Event of Term Loan A which Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is repaid or prepaid may not be reborrowedcontinuing. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender, severally and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally not jointly, agrees to make Revolving Loans Loans, denominated in dollars, to the Borrowers at any time and Borrower from time to time from during the Closing Date to Availability Period for the day immediately preceding the Revolving Loan Commitment Termination Date, Facility Commitments in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Credit Exposure exceeding such Lender’s Facility Commitment or (ii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Term Loan A Designated Currency Lender severally agrees to make Term Loan A Loans denominated in any Designated Currency to any Borrower from time to time during the Borrowers on Availability Period for the Closing Date, Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not to exceed result in (i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Term Loan A Designated Currency Commitment; and , (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $100,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (c) Subject to the terms and conditions set forth herein, each Term Loan B Yen Lender severally agrees to make Term Loan B Loans denominated in Yen to any Borrower from time to time during the Borrowers on Availability Period for the Closing Date, Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: result in (i) The the Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans outstanding at of any time to the Borrowers shall not exceed the lower at Yen Lender exceeding such time of Lender’s Yen Commitment, (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (yii) the aggregate Letter amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $100,000,000, (iii) any Lender’s Revolving Credit Obligations and Exposure exceeding such Lender’s Facility Commitment or (Biv) the amount by which sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (xd) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: forth herein, (i) each Revolving Term Lender (other than the 2020 Incremental Term Lenders and 2021 Incremental Term Lenders) severally agrees to make an Initial Term Loan to the Borrower denominated in Dollars on the Effective Date in an aggregate principal amount equal to its Initial Term Loan Commitment, (ii) each 2020 Incremental Term Lender severally agrees to make a 2020 Incremental Term Loan to the Borrower denominated in Dollars on the 2020 Incremental Closing Date (as defined in Amendment No. 1) in an aggregate principal amount equal to its 2020 Incremental Term Loan Commitment, (iii) each 2021 Incremental Term Lender severally agrees to make a 2021 Incremental Term Loan to the Borrower denominated in Dollars on the Amendment No. 5 Effective Date in an aggregate principal amount equal to its 2021 Incremental Term Loan Commitment, (iv) each 2021-2 Incremental Term Lender severally agrees to make a 2021-2 Incremental Term Loan to the Borrower denominated in Dollars on the 2021-2 Incremental Term Loan Closing Date in an aggregate principal amount equal to its 2021-2 Incremental Term Loan Commitment, and (v) each Revolving Lender agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding Borrower denominated in Dollars during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding which will not to exceed the amount of result in such Lender’s Revolving Loan Exposure exceeding such Lender’s Revolving Commitment;; provided that any borrowing of Revolving Loans on the Effective Date shall not exceed the Initial Revolving Borrowing Amount. The Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Initial Term Loans, 2020 Incremental Term Loans, 2021 Incremental Term Loans and 2021-2 Incremental Term Loans may not be reborrowed. (iib) Subject to the terms and conditions set forth in any Incremental Facility Amendment providing for, as applicable, the making or Refinancing of Term Loans or Revolving Loans, each Term Loan A Lender or Revolving Lender party thereto severally agrees to to, as applicable, make or Refinance Term Loan A to the Borrowers Loans or Revolving Loans, as applicable, on the Closing Date, date specified therein in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Loan A Commitment; andor Revolving Lender’s Commitment as set forth therein. (iiic) each Term Loan B Lender severally agrees to make Term Loan B to As of the Borrowers on the Closing Amendment No. 5 Effective Date, in an aggregate principal amount not to exceed accordance with, and upon the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding terms and conditions set forth in, the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of Amendment No. 5, (A) the Original Revolving Commitment of each Class B Revolving Lender outstanding on such date shall become Class B Revolving Commitments on such date in an amount by which (x) as set forth on Schedule I-B to the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations Amendment No. 5 and (B) the Original Revolving Commitment of each Class A Revolving Lender described in clause (b) of the definition of “Class A Revolving Lender” that do not become Class B Revolving Commitments pursuant to the foregoing clause (A) shall be continued hereunder on such date as Revolving Commitments and reclassified as Class A Revolving Commitments in an amount by which as set forth on Schedule I-B to the Amendment No. 5. On and after the Amendment No. 5 Effective Date, all Borrowings of Revolving Loans under Section 2.1(a)(iv) shall be made pro rata between the Class A Revolving Facility and the Class B Revolving Facility in proportion to the Total Class A Revolving Commitments and Total Class B Revolving Commitments. Any Original Revolving Loans outstanding immediately prior to giving effect to the Amendment No. 5 Effective Date shall be continued as Revolving Loans hereunder on the Amendment No. 5 Effective Date; provided that (x) the then current Borrowing Base exceeds Original Revolving Loans of each Class A Revolving Lender will be continued as “Class A Revolving Loans” hereunder and (y) the aggregate Letter of Credit Obligations. The Original Revolving Loan Commitment Loans of each Class B Revolving Lender shall automatically and permanently be reduced to zero will become “Class B Revolving Loans” hereunder, in each case, on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations terms set forth herein, the Borrowers may borrow, repay and reborrow herein for such Class of Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination DateCommitments. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Prior to the Effective Date, certain “Loans” were made to the Existing Borrowers under the Existing Credit Agreement (such outstanding “Revolving Facility Loans,” the “Existing Revolving Facility Loans” and such outstanding “Swing Line Loans,” the “Existing Swing Line Loans” and together with the Existing Revolving Facility Loans, the “Existing Loans”). As of the Effective Date and prior to the funding of any Loans hereunder on the Effective Date, the outstanding principal balance of the Existing Revolving Facility Loans is $160,518,198.76 and the outstanding principal balance of the Existing Swing Line Loans is $0. Subject to the terms and conditions set forth in this Agreement, each Borrower and relying upon each of the representations Lenders agree that on the Effective Date the Existing Revolving Facility Loans shall be re-evidenced as Revolving Facility Loans under this Agreement and warranties the Existing Swing Line Loans shall be re-evidenced as Swing Line Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein set forth: (i) each Revolving Loan Facility Lender severally and not jointly agrees to make Revolving Facility Loans to the Borrowers at any time and in Dollars from time to time from on any Business Day during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Term Loan A Revolving Facility Commitment; and (iii) each Term Loan B Lender severally agrees provided, however, that, after giving effect to make Term Loan B to the Borrowers on the Closing Dateany Revolving Facility Borrowing, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of the Revolving Loans outstanding at any time to the Borrowers Facility Credit Exposure shall not exceed the lower at such time lesser of the Maximum Credit and the Borrowing Base, (Aii) the amount by which Revolving Facility Credit Exposure of any Revolving Facility Lender shall not exceed such Lender’s Revolving Facility Commitment and (x) the Total Revolving Loan Commitment exceeds (yiii) the aggregate Letter outstanding principal balance of Credit Obligations Revolving Facility Loans made to Bowling Green shall not exceed the greater of (a) $75,000,000 and (Bb) the amount by which (x) portion of the then current Borrowing Base exceeds pertaining to the assets (ynet of Reserves) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateBowling Green. Within the foregoing limits of each Lender’s Revolving Facility Commitment, and subject to the termsother terms and conditions hereof, provisions and limitations set forth hereineach Borrower may borrow under this Section 2.01, the Borrowers may borrow, repay prepay under Section 2.11 and reborrow under this Section 2.01. Revolving Facility Loans may be Base Rate Loans or Eurodollar Rate Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Dateas further provided herein. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at each Borrower in Dollars or any time and Optional Currency other than Yen from time to time from during the Closing Date to Availability Period so long as, after giving effect thereto, (i) such Lender's Revolving Credit Exposure will not exceed such Lender's Commitment, (ii) the day immediately preceding sum of the total Revolving Loan Commitment Termination Date, in an aggregate principal amount Credit Exposures will not exceed the sum total of Revolving Loans at any time outstanding the Commitments and (iii) such Borrowing will not cause TWEAN to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateTWEAN Sublimit. Within the foregoing limits and subject to the termsterms and conditions set forth herein, provisions each Borrower may borrow, prepay and limitations reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. TWEAN shall be permitted to borrow in Dollars only. (i) Subject to the terms and conditions set forth herein, the Borrowers Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with their Yen Commitments, to each Yen Borrower from time to time during the Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the outstanding Yen Loans made by any Yen Fronting Lender will not exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Yen Borrower may borrow, repay prepay and reborrow Revolving Yen Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The If any Event of Default shall occur and be continuing, any Yen Fronting Lender may by written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate principal amount of Term Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan A or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Yen Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the Administrative Agent from the applicable Yen Borrower (or other party on behalf of the applicable Yen Borrower) in respect of such Loan after receipt by the Yen Fronting Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Yen Borrower of its obligations in respect of the payment thereof. From and after such purchase, (i) the outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (ii) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the Closing Date date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not exceed have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the Total Term time such Yen Loan A Commitment. Any principal amount was made and such Lender shall have notified the Yen Fronting Lenders in writing, at least one Business Day prior to the time such Yen Loan was made, that such Event of Term Loan A which Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is repaid or prepaid may not be reborrowedcontinuing. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: forth herein, each Lender agrees (a) (i) each if the Escrow Funding is to occur on the Escrow Funding Date in accordance with Section 2.24(a), to fund an Initial Term Loan on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement or (ii) otherwise, to make an Initial Term Loan to the Borrower on the Closing Date, in either case, in a principal amount equal to but not exceeding its Initial Term Commitment and (b) (i) if the Escrow Funding is to occur on the Escrow Funding Date in accordance with Section 2.24(a), to fund a Revolving Loan Lender severally agrees on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement and (ii) to make Revolving Loans to the Borrowers at any time and Borrower from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination DateAvailability Period, in each case, in an aggregate principal amount that, in each case after giving effect to any simultaneous reduction of Revolving Loans at Exposure due to any time outstanding application of proceeds from such Revolving Loans, will not to exceed the amount of result in such Lender’s Revolving Loan Exposure exceeding such Lender’s Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to ; provided that Revolving Loans may be funded on the Borrowers Escrow Funding Date or borrowed on the Closing Date, in an aggregate principal amount not as the case may be, only to exceed the amount extent that, after giving effect to the funding or borrowing of such Lender’s Term Loan A Commitment; and Loans and the use of proceeds thereof, Unrestricted Cash shall not exceed (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Dateor, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount case of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero funded on the Revolving Loan Commitment Termination Escrow Funding Date, be projected to exceed) $25,000,000. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the ; provided that amounts repaid in respect of Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount Loans as a result of Term Loan A made on the Closing Date shall an Escrow Release Repayment may not exceed the Total Term Loan A Commitmentbe reborrowed. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of Term Loans (including in respect of Initial Term Loans as a result of an Escrow Release Repayment) may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time from the Closing Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Lender's Revolving Credit Commitment;; and (ii) each Term Loan A Lender severally agrees to make the Term Loan A to the Borrowers Borrower on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Lender's Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsCommitment. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the Borrower may borrow, repay and re-borrow, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of the Term Loan A made on the Closing Effective Date shall not exceed the Total Term Loan A Commitment. Any principal amount of the Term Loan A which is repaid or prepaid may not be reborrowedre-borrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees to make Revolving Term A Loans in Dollars to the Borrowers at any time and from time to time from Borrower on the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed its Term A Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount of that will not result in (i) such Lender’s Revolving Loan Commitment; Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; , and (iiid) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount amounts of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) The Term Loans Commitments and Revolving Credit Commitments. (i) Prior to the Restatement Effective Date, the Existing Lenders made term loans and delayed draw term loans (collectively, the “Existing Term Loan”) to the Borrowers in an initial aggregate principal amount equal to $75,000,000. As of the Restatement Effective Date, the aggregate outstanding principal balance of the Existing Term Loan is $73,445,312.50. Subject to the terms and conditions and relying upon the representations and warranties herein set forth:, on the Restatement Effective Date each Lender with a Term Loan Commitment severally agrees to make term loans (collectively, the “Restatement Term Loan”, and together with the Existing Term Loans, the “Term Loan”) to the Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan Commitment, which, for the sake of clarity, shall be an amount equal to $1,554,687.50 in the aggregate, such that, after giving effect to the making of such Restatement Term Loan, the aggregate outstanding principal balance of the Term Loan shall be $75,000,000 on the Restatement Effective Date. (iii) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Dateterm of this Agreement, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Credit Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of the Term Loan made on the Restatement Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (ii) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which difference between (x) the Total Revolving Loan Credit Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the Borrowers may borrow, repay and reborrow, the Revolving Loans on or after the Restatement Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender, severally and relying upon not jointly, agrees to make Revolving Loans, denominated in dollars, to any Borrower from time to time during the representations and warranties herein set forth: Availability Period applicable to such Lender for the Facility Commitments in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the total Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Revolving Loan Designated Currency Lender severally agrees to make Revolving Loans denominated in any Designated Currency to the Borrowers at any time and Borrower from time to time from during the Closing Date Availability Period applicable to such Lender for the day immediately preceding the Revolving Loan Commitment Termination Date, Designated Currency Subcommitments in an aggregate principal amount of Revolving Loans at that, after giving effect to any time outstanding requested Loan, will not to exceed result in (i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Revolving Loan Commitment; Designated Currency Subcommitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding the Eligible Currency Sublimit, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum of the total Revolving Credit Exposures exceeding the total Facility Commitments. (c) Subject to the terms and conditions set forth herein, each Term Loan A Yen Lender severally agrees to make Term Loan A Revolving Loans denominated in Yen to any Borrower from time to time during the Borrowers on Availability Period applicable to such Lender for the Closing Date, Yen Subcommitments in an aggregate principal amount that, after giving effect to any requested Loan, will not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, result in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The the Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans outstanding at of any time to the Borrowers shall not exceed the lower at Yen Lender exceeding such time of Lender’s Yen Subcommitment, (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (yii) the aggregate Letter amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding the Eligible Currency Sublimit, (iii) any Lender’s Revolving Credit Obligations and Exposure exceeding such Lender’s Facility Commitment or (Biv) the amount by which sum of the total Revolving Credit Exposures exceeding the total Facility Commitments. (xd) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche A Term Loan to the Cayman Borrower on the Effective Date in a principal amount not exceeding 85.71% of its Tranche A Commitment, (b) to make a Tranche A Term Loan to the U.S. Borrower on the Effective Date in a principal amount not exceeding 14.29% of its Tranche A Commitment, (c) to make a Tranche B Term Loan to the Cayman Borrower on the Effective Date in a principal amount not exceeding 85.71% of its Tranche B Commitment, (d) to make a Tranche B Term Loan to the U.S. Borrower on the Effective Date in a principal amount not exceeding 14.29% of its Tranche B Commitment and relying upon the representations and warranties herein set forth: (ie) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Cayman Borrower from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s 's Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of Exposure exceeding such Lender’s Term Loan A 's Revolving Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: provided that (i) The the aggregate principal amount of the Revolving Loans outstanding at any time to made on the Borrowers Effective Date shall not exceed the lower at such time lesser of $66,000,000 and the portion of the Adjustment Amount (Aas defined in the Purchase Agreement) attributable to clause (i) of the amount by which (x) definition of the Total Revolving Loan Commitment exceeds (y) term Adjustment Amount set forth in the aggregate Letter of Credit Obligations Purchase Agreement and (Bii) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The all Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero Loans made on the Revolving Loan Commitment Termination Effective Date shall be prepaid in full prior to 2:00 p.m., New York City time, on the Effective Date. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Cayman Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) , each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time from after the Closing Date to until the day immediately preceding earlier of the Maturity Date and the termination of the Revolving Loan Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s Revolving Loan Exposure exceeding the lesser of (i) an amount equal to such Lender’s Revolving Commitment; , (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and Pro Rata Percentage of an amount equal to (A) the Total Revolving Commitments, minus (B) the LC Exposure, minus (C) the Swingline Exposure, and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment.Pro Rata Percentage of an amount equal to (A) the Borrowing Base minus (B) the LC Exposure, minus (C) the Swingline Exposure; and (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans that are made by Lenders pursuant to Section 2.01(a) and that are outstanding at any time to the Borrowers Borrower shall not exceed the lower at such time of difference between (A) the amount by which lesser of (x1) the Borrowing Base and (2) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations Commitments, and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter sum of Credit Obligationsany outstanding Swingline Loans plus Total LC Exposure. No Revolving Loans shall be made if such Revolving Loans shall cause Undrawn Availability to be less than zero. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Maturity Date. Within the foregoing limits limits, Borrower may borrow, repay and reborrow, on or after the Closing Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on all Loans and the Closing Date Total LC Exposure outstanding at any time shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowedRevolving Commitments. (iii) The aggregate principal amount of Term Each Revolving Loan B made on the Closing Date pursuant to Section 2.02(a) shall not exceed the Total Term either be an ABR Revolving Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborroweda Eurodollar Revolving Loan.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally with a Tranche A Commitment agrees to make Revolving Loans a Tranche A Loan in Dollars to the Borrowers at any time and from time Borrower on the Dollar Borrowing Date in a principal amount equal to time from its pro rata portion (in accordance with its respective Tranche A Commitment) of the Closing Date to Dollar amount set forth in the day immediately preceding Borrowing Request as the Revolving Loan Commitment Termination Date, in an aggregate amount of the Borrowing of Tranche A Loans; provided that the principal amount of Revolving Loans at any time outstanding such Tranche A Loan does not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan its Tranche A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time Subject to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations terms and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations conditions set forth herein, each Lender with a Tranche B Commitment agrees to make a Tranche B Loan in Dollars to the Borrowers may borrow, repay and reborrow Revolving Borrower on the Dollar Borrowing Date in a principal amount equal to its pro rata portion (in accordance with its respective Tranche B Commitment) of the amount set forth in the Borrowing Request as the aggregate amount of the Borrowing of Tranche B Loans, on or after ; provided that the Closing Date and up to but excluding principal amount of such Tranche B Loan does not exceed the Revolving Loan Commitment Termination Dateamount of its Tranche B Commitment. (iic) The aggregate Subject to the terms and conditions set forth herein, each Lender with a Peso Loan Commitment agrees to make a Peso Loan in Pesos to the Borrower on the Peso Borrowing Date in a principal amount equal to its pro rata portion (in accordance with its respective Peso Loan Commitment) of the Dollar amount set forth in the Borrowing Request; provided that the principal amount of Term such Peso Loan A made on the Closing Date shall does not exceed the Total Term Loan A Commitment. Any principal amount of Term its Peso Loan A which is Commitment multiplied by the Initial Peso Exchange Rate. (d) Amounts repaid or prepaid in respect of Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date . All Dollar Loans shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.funded in Dollars, and all Peso Loans shall be funded in Pesos, as more fully set forth in Section

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees on the Thirteenth Incremental Assumption and Amendment Agreement Effective Date, certain Lenders agreed to make Revolving 2023 Refinancing Term B-1 Loans in Dollars to the Borrowers at any time Borrower and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, applicable Co-Borrower in an aggregate principal amount equal to $1,375,000,000, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower and each applicable Co-Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Xxxxxx’s Revolving Loans at any time outstanding not to exceed the amount Facility Credit Exposure of such LenderClass exceeding such Xxxxxx’s Revolving Loan Commitment; Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and each Co-Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on Borrower and each applicable Co-Borrower after the Closing Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and, (iiid) each Term Loan B Lender severally agrees having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Term Loan B Incremental Revolving Loans to the Borrowers on the Closing DateBorrower and/or any Co-Borrower, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B its Incremental Revolving Facility Commitment., and (be) Notwithstanding the foregoing: amounts borrowed under Section 2.01(a) or (ic) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at each Borrower in Dollars or any time and Optional Currency other than Yen from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination DateAvailability Period so long as, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of after giving effect thereto, (i) such Lender’s 's Revolving Loan Credit Exposure will not exceed such Lender's Commitment; , and (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on sum of the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of total Revolving Loans outstanding at any time to the Borrowers shall Credit Exposures will not exceed the lower at such time sum total of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the termsterms and conditions set forth herein, provisions each Borrower may borrow, prepay and limitations reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. (i) Subject to the terms and conditions set forth herein, the Borrowers Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with their Yen Commitments, to each Borrower from time to time during the Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the outstanding Yen Loans made by any Yen Fronting Lender will not exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, repay prepay and reborrow Revolving Yen Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The If any Event of Default shall occur and be continuing, any Yen Fronting Lender may by written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate principal amount of Term Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan A or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the Administrative Agent from the applicable Borrower (or other party on behalf of the applicable Borrower) in respect of such Loan after receipt by the Yen Fronting Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Borrower of its obligations in respect of the payment thereof. From and after such purchase, (i) the outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (ii) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the Closing Date date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not exceed have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the Total Term time such Yen Loan A Commitment. Any principal amount was made and such Lender shall have notified the Yen Fronting Lenders in writing, at least one Business Day prior to the time such Yen Loan was made, that such Event of Term Loan A which Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is repaid or prepaid may not be reborrowedcontinuing. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Interim Facility Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s 's Revolving Loan Credit Commitment;; and (ii) each Term Loan A Lender severally agrees to make the Term Loan A to the Borrowers on the Closing Date, Final Facility Effective Date in an aggregate principal amount not to exceed the amount of such Lender’s 's Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at on any time date to the Borrowers shall not exceed the lower at such time of difference between (A) the amount by which Total Revolving Credit Commitment and (xB) the Total Revolving Loan Commitment exceeds sum of (y1) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y2) the aggregate amount of all reserves established by the Administrative Agent in accordance with the definition of the term "Availability". (ii) The aggregate principal amount of Revolving Loans and Letter of Credit Obligations. Obligations outstanding at any time during any Budget Period to the Borrowers shall not exceed the maximum aggregate principal amount of Revolving Loans and Letter of Credit Obligations projected to be outstanding during such Budget Period (with the exception of the Budget Period containing the week ending September 30, 2005, as to which such maximum aggregate principal amount of Revolving Loans and Letter of Credit Obligations shall exclude the maximum aggregate principal amount of Revolving Loans and Letter of Credit Obligations projected to be outstanding during the week ending September 30, 2005) as set forth in the Long-Term Budget (after giving effect to the Permitted Deviation therefrom). (iii) During the Interim Period, the aggregate principal amount of Revolving Loans and Letter of Credit Obligations outstanding at any time shall not exceed $15,000,000. (iv) The Revolving Loan Credit Commitment of each Lender (and the letter of credit subfacility) shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. . (v) Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Interim Facility Effective Date and up prior to but excluding the Revolving Loan Commitment Termination Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (iivi) The aggregate principal amount of the Term Loan A made on the Closing Final Facility Effective Date shall not exceed the Total Term Loan A Commitment. Any principal amount of the Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Revolving Borrower from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on sum of the Closing Date, in an aggregate principal amount not to exceed total Revolving Credit Exposures exceeding the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of total Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Revolving Borrowers may borrow, repay prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make Term Loans (other than Incremental Term Loans) to the Term Loan Borrower on the Closing Date in Dollars and in the principal amount requested by the Term Loan Borrower in accordance with Section 2.03 so long as such requested amount does not result in (i) the aggregate principal amount of the Term Loans made by such Term Loan Lender exceeding its Term Loan Commitment or after (ii) the aggregate principal amount of all Term Loans made by the Term Loan Lenders exceeding the total Term Loan Commitments. The Term Loans (other than Incremental Term Loans) may only be incurred on the Closing Date and up to but excluding any portion of the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which Loans that is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on sum of the Closing Date, in an aggregate principal amount not to exceed total Revolving Credit Exposures exceeding the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of total Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make Term Loans (other than New Term Loans) to the Borrower in up to five (5) Borrowings made on the date (that is on or after the Closing Effective Date and up to but excluding on or before the Revolving Term Loan Commitment Termination Expiry Date. ) and in the principal amount requested by the Borrower in accordance with Section 2.03 so long as such requested amount does not result in (iii) The the aggregate principal amount of the Term Loans made by such Term Loan A made on the Closing Date shall not exceed the Total Lender exceeding its Term Loan A Commitment. Any Commitment or (ii) the aggregate principal amount of all Term Loans made by the Term Loan A Lenders exceeding the total Term Loan Commitments. The Term Loan Commitments of the Lenders to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 2.04) shall expire on the earliest of (a) the date specified in Section 4.01 in the event that the conditions set forth in Section 4.01 are not satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m. New York City time on such date, (b) the date on which the aggregate principal amount of Borrowings of Term Loans equals the aggregate Term Loan Commitments, or (c) September 30, 2013 (such earliest date, the “Term Loan Commitment Expiry Date”, and the earlier of clauses (b) and (c), the “Last Day of the Delayed Draw Period”). Any portion of the Term Loans that is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) , each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans Standby Loans, denominated in Dollars or in any Committed Currency, to the Borrowers any Borrower, at any time and from time to time from on and after the Closing Effective Date to and until the day immediately preceding earlier of the Revolving Loan Maturity Date and the termination of the Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Alternate Currency Addendum, each Alternate Currency Lender that is party to an Alternate Currency Addendum agrees, severally and not jointly, to make Alternate Currency Loans under such Alternate Currency Addendum to the Borrowers party thereto, at any time and from time to time on and after the later of the Effective Date and the execution of such Alternate Currency Addendum and until the earlier of the Maturity Date and the termination of the Commitment (or the commitment under such Alternate Currency Addendum) of such Alternate Currency Lender. (c) Notwithstanding anything to the foregoing: contrary contained in this Agreement, in no event may any Borrowing be made under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) The the sum of the aggregate principal amount Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect, (ii) the Standby Credit Exposure of Revolving any Lender would exceed such Lender's Commitment, (iii) the sum of the aggregate Committed Currency Credit Exposures and the Dollar Equivalent of the aggregate Alternate Currency Loans outstanding at any time to the Borrowers shall not would exceed the lower at such time of Multicurrency Maximum Borrowing Amount, (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (yiv) the aggregate Letter Dollar Equivalent of Credit Obligations and the Alternate Currency Loans outstanding under any Alternate Currency Addendum would exceed the applicable Alternate Currency Facility Maximum Borrowing Amount, or (B) the amount by which (x) the then current Borrowing Base exceeds (yv) the aggregate Letter Dollar Equivalent of Credit Obligations. The Revolving Loan Commitment the Alternate Currency Loans of each any Lender shall automatically and permanently be reduced to zero on outstanding under any Alternate Currency Addendum would exceed the Revolving Loan Commitment Termination Date. applicable Alternate Currency Lender Maximum Borrowing Amount. (d) Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay pay or prepay and reborrow Revolving LoansStandby Loans and Alternate Currency Loans hereunder, on or and after the Closing Effective Date and up prior to but excluding the Revolving Loan Commitment Termination Maturity Date, subject to the terms, conditions and limitations set forth herein. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (a) such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of Credit Exposure exceeding such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. Revolving Commitment or (b) Notwithstanding the foregoing: (i) The aggregate principal amount sum of the total Revolving Loans outstanding at any time to Credit Exposures exceeding the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans. (b) The Term Loan Lenders under the Existing Credit Agreement have made Term Loans (other than New Term Loans) to the Borrower in the aggregate amount of $300,000,000 pursuant to the Existing Credit Agreement. On or prior to the Closing Date, the Borrower may repay up to $100,000,000 of the principal amount of such Term Loans, which would result in an equivalent amount (the “Available Term Loan Amount”) of the Term Loan Commitments becoming available to the Borrower for the borrowing of Term Loans after the Closing Date as set forth below (the “Delayed Term Loan Option”). If the Borrower exercises the Delayed Term Loan Option and subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make Term Loans (other than New Term Loans) to the Borrower in up to three (3) Borrowings, each of which Borrowings shall be made on or the date that is after the Closing Date and up to but excluding on or before the Revolving Term Loan Commitment Termination Date. Expiry Date and in the principal amount requested by the Borrower in accordance with Section 2.3. Notwithstanding the foregoing, the Term Loans made pursuant to this Section 2.1(b) shall not result in (i) the aggregate amount of Term Loans made after the Closing Date exceeding the Available Term Loan Amount or (ii) The aggregate the sum of (A) the principal amount of all Term Loans made by each Term Loan Lender prior to the Closing Date and not repaid in connection with the Delayed Term Loan Option plus (B) the principal amount of Term Loans made by such Term Loan A made Lender after the Closing Date exceeding such Lender’s Term Loan Commitment. The Term Loan Commitments of the Lenders to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 2.4) shall expire on the earlier of (a) the date of the Borrowings of Term Loans after the Closing Date in an aggregate principal amount equal to the Available Term Loan Amount, or (b) the date that is six (6) months after the Closing Date (the “Term Loan Commitment Expiry Date”). The Term Loans and the Term Loan Commitments shall be reallocated on the Closing Date shall not exceed among the Total Term Loan A CommitmentLenders under this Agreement as provided in Section 9.15(a). Any principal amount of Except as expressly set forth above with respect to the Delayed Term Loan A which Option, any portion of the Term Loans that is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (a) each Lender agrees, severally and not jointly (i) each Revolving Loan Lender severally agrees to make Revolving Initial Term B Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers Dutch Borrower on the Closing Date, to be denominated in an aggregate Dollars, in a principal amount not to exceed the amount of such Lender’s its Initial Term B Loan A Commitment; and Commitment and (iiiii) each Term Loan B Lender severally agrees to make Initial Euro Term Loan B Loans to the Borrowers Dutch Borrower on the Closing Date, to be denominated in an aggregate Euro, in a principal amount not to exceed the its Initial Euro Term Loan Commitment. The full amount of such Lender’s the Initial Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently Commitments must be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made drawn in a single drawing on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount Date, and amounts of Term Loan A which is Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. (iiib) The each Lender agrees, severally and not jointly, to make Initial Revolving Facility Loans to the Dutch Borrower from time to time during the Availability Period, to be denominated in Dollars or Euro, or, subject to Section 1.05, any other Alternate Currency, in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitment; provided that, (x) the aggregate principal amount of Term Loan B Revolving Facility Loans made on the Closing Date shall not exceed $40,000,000 and (y) after giving effect to the Total making of any Revolving Facility Loans denominated in Euros or any other Alternate Currency, the aggregate Revolving Facility Credit Exposure denominated in Euros or an Alternate Currency shall not exceed the Dollar Equivalent of $15,000,000. The Borrowers may borrow, prepay and reborrow Revolving Facility Loans. (c) Each Lender having an Incremental Term Loan B Commitment. Any Commitment or an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans and/or Incremental Revolving Facility Loans to the Dutch Borrower in an aggregate principal amount of not to exceed its Incremental Term Loan B which is repaid or prepaid Commitment and/or Incremental Revolving Facility Commitment, as the case may not be reborrowedbe.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the lesser of (x) the amount of such Lender’s 's Pro Rata Share of the Maximum Revolving Loan Commitment;Amount, and (y) the amount of such Lender's Pro Rata Share of the then current Borrowing Base; and (ii) each Term Loan A Lender agrees, severally agrees and not jointly, to make or cause to be made on the Effective Date, a Term Loan A to the Borrowers in an aggregate principal amount not to exceed its Term Loan Commitment and the Term Loans of all Lenders made on the Closing Date, Effective Date shall be in an aggregate principal amount not to exceed the amount of such Lender’s Total Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which difference between (x) the Total Revolving Loan Credit Commitment exceeds and (y) the aggregate Letter of Credit Obligations and (B) the amount by which difference between (x) the then current Borrowing Base exceeds and (y) the aggregate Letter of Credit Obligations. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the Borrowers may borrow, repay and reborrow, the applicable Revolving Loans on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of all Term Loan A Loans made on the Closing Effective Date pursuant to this Agreement shall not exceed the Total Term Loan A Commitment. Any principal amount of the Term Loan A Loans which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on all Loans outstanding at any time to the Closing Date Borrowers shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth:, each Lender agrees, severally and not jointly, to make Standby Loans to the Borrowers, at any time and from time to time on and after the Effective Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender. (ib) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, each Revolving Loan Local Currency Lender agrees, severally agrees and not jointly, to make Revolving Local Currency Loans to the Borrowers at any time and from time to time from on and after the Closing execution of the applicable Local Currency Addendum and until the earlier of the Maturity Date and the termination of the Commitment (or the commitment under such Local Currency Addendum) of such Local Currency Lender. (c) Notwithstanding anything to the day immediately preceding the Revolving Loan Commitment Termination Datecontrary contained in this Agreement, in an no event may Standby Loans or Local Currency Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect, (ii) the Standby Credit Exposure of any Lender would exceed such Lender's Commitment or (iii) the Dollar Equivalent of the aggregate principal amount of Revolving outstanding Local Currency Loans at any time outstanding not to denominated in a specified Local Currency would exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current applicable Local Currency Facility Maximum Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateAmount. Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay pay or prepay and reborrow Revolving LoansStandby Loans and Local Currency Loans hereunder, on or and after the Closing Effective Date and up prior to but excluding the Revolving Loan Commitment Termination Maturity Date, subject to the terms, conditions and limitations set forth herein. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) , each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time from after the Closing Date to Restatement Effective Date, and until the day immediately preceding earlier of the Revolving Loan Credit Maturity Date and the termination of the Revolving Credit Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, (i) the Initial Term Lender agrees to make a Term Loan Commitment; to the Borrower (together with each Loan converted pursuant to clause (ii) below, a “Term Loan”) on the Restatement Effective Date in a principal amount not to exceed its Term Loan Commitment and (ii) each Converted Term Loan A of each Converting Term Lender shall be deemed for all purposes hereunder to be a Term Loan of equal principal amount of such Lender effective as of the Restatement Effective Date; provided that the Term Loans shall initially consist of Eurodollar Loans with an Interest Period equal to the remaining Interest Period on the Original Term Loans immediately prior to the Restatement Effective Date. Notwithstanding the foregoing, the Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (c) Each Lender having an Incremental Loan Commitment, severally agrees and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Loan Assumption Agreement, to make Term Loan A Incremental Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s Term its Incremental Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make loans (each, a “Revolving Loans Loan” and, collectively, the “Revolving Loans”) to the Borrowers Borrower at any time and from time to time from the Closing Effective Date (but not before) to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any one time outstanding not to exceed the amount of such Revolving Loan Lender’s Pro Rata Share of an amount equal to the lesser of (A) the Total Revolving Loan Commitment;Credit Commitment at such time, and (B) the Borrowing Base at such time; and (ii) each Delayed Draw Term Loan A Lender severally agrees to make term loans (collectively, the “Delayed Draw Term Loans”) to the Borrower at any time after the Effective Date (but not before) and prior to the Delayed Draw Term Loan A Commitment Expiry Date, or until the earlier reduction of its Delayed Draw Term Loan Commitment to zero in accordance with the Borrowers on the Closing Dateterms hereof, in an aggregate principal amount requested by the Borrower not to exceed the amount of such Lender’s Delayed Draw Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make a term loan (collectively, the “Term Loan B Loan”) to the Borrowers Borrower on the Closing Effective Date, in an aggregate principal amount not equal to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Credit Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsBase. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the Borrower may borrow, repay and reborrow the Revolving Loans, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The Total Delayed Draw Term Loan Commitment shall automatically and permanently be reduced to zero on the Delayed Draw Term Loan Commitment Expiry Date. The Borrower may borrow Delayed Draw Term Loans on and after the Effective Date and prior to the Delayed Draw Term Loan Commitment Expiry Date in an aggregate amount (inclusive of all Delayed Draw Term Loans, whenever made) not to exceed the Total Delayed Draw Term Loan Commitment, subject to the terms, provisions and limitations set forth herein. The aggregate principal amount of the Delayed Draw Term Loan A Loans made on the Closing Date pursuant to Section 2.01(a)(ii) shall not exceed the Total Delayed Draw Term Loan A Commitment. Any principal amount of Delayed Draw Term Loan A which that is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of the Term Loan B made on the Closing Effective Date shall not exceed the Total Term Loan B Commitment. Any principal amount of the Term Loan B which that is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) , each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time from on and after the Closing Date to date hereof, and until the day immediately preceding earlier of the Revolving Loan Credit Maturity Date and the termination of the Revolving Credit Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. The Term Loan Commitment;Commitments (other than any Incremental Term Loan Commitments) have been fully utilized as of the Restatement Effective Date and as of such date, each Borrowing of Term Loans (as defined in the Original Credit Agreement) is deemed to be a Tranche B-1 Term Borrowing or a Tranche B-2 Term Borrowing, as applicable; accordingly, as of the Restatement Effective Date, $515,000,000.00 aggregate principal amount of Term Loans (consisting of $166,797,739.27 of Tranche B-1 Term Loans and $348,202,260.73 of Tranche B-2 Term Loans) is outstanding hereunder. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (iib) each Each Lender having an Incremental Term Loan A Lender Commitment agrees, severally agrees and not jointly, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement to make Incremental Term Loan A Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Exposure exceeding such Lender’s Commitment or (ii) each Term Loan A the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, the Swingline Lender severally agrees to make Term Loan A Swingline Loans to the Borrowers on Borrower from time to time during the Closing Date, Availability Period in an aggregate principal amount that will not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, result in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The the aggregate principal amount of Revolving all Swingline Loans made by the Swingline Lender then outstanding at any time to under this Agreement exceeding the Borrowers shall not exceed the lower at such time of Swingline Lender’s Swingline Commitment, (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (yii) the aggregate Letter principal amount of all Swingline Loans then outstanding under this Agreement exceeding $250,000,000 (the “Swingline Facility Amount”), (iii) any Lender’s Exposure exceeding such Lender’s Commitment or (iv) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (c) Subject to the terms and conditions set forth herein, the LC Bank agrees to issue, extend or amend Letters of Credit Obligations and each Lender agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that will not result in (B) the amount by which (x) the then current Borrowing Base exceeds (yi) the aggregate Letter LC Outstandings under this Agreement exceeding $500,000,000, (ii) any Lender’s Exposure exceeding such Lender’s Commitment or (iii) the sum of Credit Obligations. The Revolving Loan Commitment the Exposures of each Lender shall automatically and permanently be reduced to zero on all of the Revolving Loan Commitment Termination Date. Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving LoansLoans and Swingline Loans and request the issuance, on extension or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Dateamendment of Letters of Credit. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions hereof and relying in reliance upon the representations and warranties herein set forth: forth herein, the Aggregate Revolving Committed Amount (ias in effect prior to the date hereof) shall be reduced by an aggregate principal amount equal to $250,000,000. Each of the parties hereto agrees that, after giving effect to this Amendment, the revised Revolving Commitment and Revolving Commitment Percentage of each Revolving Loan Lender severally agrees to make (as of the Effective Date) shall be as set forth on Exhibit A attached hereto. In connection with this Amendment, the outstanding Revolving Loans and participation interests in existing Swingline Loans and Letters of Credit shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding Lenders of the Revolving Loan Loans as necessary such that, after giving effect to reduction of the Aggregate Revolving Committed Amount as contemplated by this Amendment, each Lender will hold Loans based on its Revolving Commitment Termination Date(after giving effect to such reduction). The Borrower shall be responsible for any costs arising under Section 3.12 of the Credit Agreement resulting from such reallocation and repayments. The Administrative Agent and the Required Lenders hereby waive any notice requirements set forth in Section 3.3 of the Credit Agreement in connection with the reduction of the Aggregate Revolving Committed Amount as set forth herein. If, in an after giving effect to this Amendment, (a) the aggregate principal amount of Revolving Loans at any time outstanding not to Obligations shall exceed the amount of such Lender’s Aggregate Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing DateCommitted Amount, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Swingline Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of Swingline Committed Amount or (Ac) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made LOC Obligations shall exceed the LOC Committed Amount, then the Borrower shall immediately make payment on the Closing Date shall not exceed Loans and/or to a cash collateral account in respect of LOC Obligations in an amount necessary to eliminate such excess in accordance with Section 3.4(b) of the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowedCredit Agreement. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees, severally and relying upon the representations and warranties herein set forthnot jointly, as follows: (ia) each U.S. Revolving Loan Credit Lender agrees, severally agrees and not jointly, to make U.S. Revolving Loans to the Borrowers each Borrower, at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination DateAvailability Period, in an aggregate principal amount of Revolving Loans at any such time outstanding that will not to exceed result in (i) such Lender’s U.S. Revolving Credit Exposure (plus the aggregate amount of such Lender’s EUR Revolving Loan Credit Exposure) exceeding such Lender’s U.S. Revolving Commitment; , or (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on sum of the Closing Date, in an aggregate principal amount not to exceed total Revolving Credit Exposures exceeding the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of total Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow U.S. Revolving Loans; (b) each EUR Revolving Credit Lender agrees, on or after severally and not jointly, to make EUR Revolving Loans to each Borrower at any time and from time to time during the Closing Date and up to but excluding the Availability Period, in an aggregate principal amount at any such time outstanding that will not result in (i) such Lender’s EUR Revolving Loan Commitment Termination Date. Credit Exposure exceeding such Lender’s EUR Revolving Commitment, (ii) The such Lender’s U.S. Revolving Credit Exposure (plus the aggregate principal amount of such Lender’s EUR Revolving Credit Exposure) exceeding such Lender’s U.S. Revolving Commitment or (iii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow EUR Revolving Loans; and (c) each Term Loan A made Lender agrees, severally and not jointly, to make a Term Loan to the U.S. Borrower on the Closing Date shall not exceed the Total Effective Date, in an amount equal to such Lender’s Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of the Term Loan may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth and subject to the Final Bankruptcy Court Order: (i) each Lender with a Revolving Loan Lender Credit Commitment severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s 's Revolving Loan Credit Commitment;; and (ii) each Lender with a Term Loan A Lender Commitment severally agrees to make a Term Loan A to the Borrowers on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s 's Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The , the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (i) the difference between (A) the amount by which (x) the Total Revolving Loan Credit Commitment exceeds and (yB) the aggregate Letter of Credit Obligations and (Bii) the amount by which difference between (xA) the then current Borrowing Base exceeds and (yB) the aggregate Letter of Credit Obligations. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Effective Date and up prior to but excluding the Revolving Loan Commitment Termination Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (iic) The Notwithstanding the foregoing, the aggregate principal amount of the Term Loan A Loans made on the Closing Effective Date shall not exceed the Total Term Loan A Commitment. Any principal amount of a Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) The Borrower, Holdings and the Lenders acknowledge the making of the Tranche B Term Loans in the aggregate principal amount of $200,000,000 on the Closing Date pursuant to the Original Credit Agreement. Prior to the Restatement Closing Date, the Borrower has repaid or prepaid $56,049,111 aggregate principal amount of Tranche B Term Loans. The Borrower, Holdings and the Lenders hereby agree that, after giving effect to the Restatement Prepayment, $134,045,893 aggregate principal amount of Tranche B Term Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (b) The Borrower and the Lenders acknowledge the making of the Tranche C Term Loans in the aggregate principal amount of $235,000,000 on the Closing Date pursuant to the Original Credit Agreement. Prior to the Restatement Closing Date, the Borrower has repaid or prepaid $65,621,889 aggregate principal amount of Tranche C Term Loans. The Borrower, Holdings and the Lenders hereby agree that, after giving effect to the Restatement Prepayment, $157,723,515 aggregate principal amount of Tranche C Term Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) , each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time from on or after the Restatement Closing Date to Date, and until the day immediately preceding earlier of the Revolving Loan Credit Maturity Date and the termination of the Revolving Credit Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s 's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment. The Borrower, Holdings and the Lenders acknowledge the making of Revolving Loans prior to the Restatement Closing Date and agree that (except as provided in paragraph (d) below) such outstanding Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Commitment;Documents. (iid) each Term Loan A Lender severally agrees to make Term Loan A to The Borrower, Holdings and the Borrowers Lenders hereby agree that, on the Restatement Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The $50,000,000 aggregate principal amount of outstanding Revolving Loans outstanding at any time (the "Converted Loans") shall be converted (the "Conversion") into Tranche A Term Loans and, after giving effect to the Borrowers Restatement Prepayment, $46,559,592 aggregate principal amount of Tranche A Term Loans shall not exceed continue to be outstanding as such pursuant to the lower at such time terms and conditions of (A) this Agreement and the amount by which (x) the Total Revolving other Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsDocuments. The Conversion shall be allocated ratably among the Revolving Loan Commitment Credit Lenders in accordance with their respective Pro Rata Percentages. Immediately upon the Conversion, the Revolving Credit Commitments shall be permanently reduced by $50,000,000, such reduction to be allocated ratably among the Revolving Credit Lenders in accordance with their respective Pro Rata Percentages. The Administrative Agent shall determine the Revolving Loans of each Lender that shall automatically and permanently be reduced converted to zero on Tranche A Term Loans pursuant to this paragraph. To the Revolving Loan Commitment Termination Date. extent any of the Converted Loans are Eurodollar Loans, they shall continue as such following the Conversion for the remainder of their respective Interest Periods. (e) Within the foregoing limits set forth in paragraph (c) above and subject to the terms, provisions conditions and limitations set forth herein, the Borrowers Borrower may borrow, repay pay or prepay and reborrow Revolving Loans, on . Amounts paid or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount prepaid in respect of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) hereof, each Revolving Loan Lender severally agrees to make Revolving Loans (“Revolving Loans”) to the Borrowers at any time and Borrower from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Period in an aggregate principal amount of Revolving Loans at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then-outstanding and (ii) the aggregate principal amount of the Swingline Loans then-outstanding, does not to exceed the lesser of (A) the amount of such Lender’s Commitment and (B) such Lender’s Revolving Loan CommitmentPercentage of the Borrowing Base Availability. During the Commitment Period, Borrower may use the Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by Borrower and notified to Administrative Agent in accordance with Sections 2.2 and 2.9. (b) Borrower shall repay (i) all outstanding Class A Revolving Loans on the Class A Revolving Facility Termination Date and (ii) all outstanding Class B Revolving Loans on the Class B Revolving Facility Termination Date. Additionally, on the Class B Revolving Facility Termination Date, if, after all outstanding Class B Revolving Loans have been repaid, the outstanding Class A Revolving Loans, when added to the sum of (A) the L/C Obligations then-outstanding and (B) the aggregate principal amount of the Swingline Loans then-outstanding, exceeds the aggregate amount of the Class A Commitments, the Borrower shall repay such portion of the outstanding Class A Revolving Loans as is sufficient to reduce the outstanding principal amount of the Class A Revolving Loans to an amount, when added to the sum of (A) the L/C Obligations then-outstanding and (B) the aggregate principal amount of the Swingline Loans then-outstanding, equal to the aggregate amount of all Class A Commitments. (c) Provided that Borrower has made the payments required pursuant to Section 2.1(b), if any, on the Class B Revolving Facility Termination Date: (i) the Commitments of all Class B Lenders shall terminate, the Commitments of all Class A Lenders shall continue on the terms herein set forth and the Total Commitments shall be reduced to an amount equal to the sum of the Class A Commitments; (ii) the Revolving Percentage of each Term Loan Class A Lender severally agrees shall be adjusted to reflect the termination of the Commitments of the Class B Lenders; (iii) subject to clause (ii) above, all Class A Revolving Loans shall be continued outstanding as Class A Revolving Loans held by the Class A Lenders ratably in accordance with their respective Revolving Percentage (after giving effect to the adjustment described in clause (ii) above); (iv) all outstanding Letters of Credit shall continue and the participation interests held by the Class B Lenders shall be deemed transferred in full to the Class A Lenders, with each Class A Lender having a participation interest in each such Letters of Credit equal to Class A Lender’s Revolving Percentage as the same (after giving effect to the adjustment described in clause (ii) above); (v) each Class A Lender shall continue to have an obligation to make Term Loan A Revolving Loans pursuant to the Borrowers on the Closing Date, Section 2.4(b) and to purchase participation interests in an aggregate principal amount not outstanding Swingline Loans pursuant to exceed the amount of such Lender’s Term Loan A CommitmentSection 2.4(c); and (iiivi) each Term Loan B Lender severally agrees after giving effect to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount all of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at , any time to the Borrowers unused Commitments shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Datecontinue as Class A Commitments. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees to make Revolving Loans on the Closing Date, upon satisfaction (or waiver) of the conditions set forth in Sections 4.01 and 4.02, subject to the Borrowers at terms and conditions set forth in this Agreement, each Lender shall automatically and without any time and from time funding or other action on the part of such Lender, receive in exchange for the portion of its outstanding Allowed Prepetition Credit Agreement Claims owing to time from such Lender, in accordance with the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination DatePlan of Reorganization, term loans in an aggregate principal amount equal to such Lender’s Term B Loan Commitment3 which shall consist of term B-1 loans to the Borrower in the aggregate principal amount of $[1,961,000,000] (“Term B-1 Loans”); (b) each Lender with a Revolving Facility Commitment (including pursuant to an Incremental Assumption Agreement) of a Class agrees to make Revolving Facility Loans of such Class to the Borrower from time to time during the Availability Period for such Class of Revolving Loans at any time outstanding Facility in Dollars in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Revolving Loan CommitmentFacility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments under such Class of Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans (without premium or penalty); (iic) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and (iiid) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. amounts borrowed under Section 2.01(a) and/or (bc) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans denominated in dollars to the Borrowers at any time and Borrower from time to time from during the Closing Date to Availability Period for the day immediately preceding the Revolving Loan Commitment Termination Date, Facility Commitments in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s 's Revolving Loan Commitment; Credit Exposure exceeding such Lender's Facility Commitment or (ii) the aggregate amount of the Lenders' Revolving Credit Exposures, Competitive Loan Exposures and Special Loan Exposures exceeding the aggregate amount of the Lenders' Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Term Loan A Designated Currency Lender severally agrees to make Term Loan A Loans denominated in any Designated Currency to any Borrower from time to time during the Borrowers on Availability Period for the Closing Date, Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not to exceed result in (i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Term Loan A 's Designated Currency Commitment; and , (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans, Revolving Yen Loans and Revolving Alternate Currency Loans exceeding $100,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (iv) the aggregate amount of the Lenders' Revolving Credit Exposures, Competitive Loan Exposures and Special Loan Exposures exceeding the aggregate amount of the Lenders' Facility Commitments. (c) Subject to the terms and conditions set forth herein, each Term Loan B Yen Lender severally agrees to make Term Loan B Loans denominated in Yen to any Borrower from time to time during the Borrowers on Availability Period for the Closing Date, Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: result in (i) The the Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans outstanding at of any time to the Borrowers shall not exceed the lower at Yen Lender exceeding such time of Lender's Yen Commitment, (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (yii) the aggregate Letter amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans, Revolving Yen Loans and Revolving Alternate Currency Loans exceeding $100,000,000, (iii) any Lender's Revolving Credit Obligations and Exposure exceeding such Lender's Facility Commitment or (B) the amount by which (x) the then current Borrowing Base exceeds (yiv) the aggregate Letter amount of the Lenders' Revolving Credit Obligations. The Revolving Exposures, Competitive Loan Exposures and Special Loan Exposures exceeding the aggregate amount of the Lenders' Facility Commitments. (d) Subject to the terms and conditions set forth herein, each Alternate Currency Lender agrees to make Loans denominated in any Alternate Currency in respect of which it has extended an Alternate Currency Commitment to any Borrower from time to time during the Availability Period for the Alternate Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of each Lender shall automatically and permanently be reduced to zero on the aggregate principal amount of the Revolving Alternate Currency Loans of any Alternate Currency Lender in any Alternate Currency exceeding such Alternate Currency Lender's Alternate Currency Commitment in such Alternate Currency, (ii) the aggregate Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans, Revolving Yen Loans and Revolving Alternate Currency Loans exceeding $100,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (iv) the aggregate amount of the Lenders' Revolving Credit Exposures, Competitive Loan Commitment Termination Date. Exposures and Special Loan Exposures exceeding the aggregate amount of the Lenders' Facility Commitments. (e) Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (f) In the event that any Revolving Alternate Currency Borrowing shall be outstanding and (i) the principal of or interest on such Revolving Alternate Currency Borrowing shall not be paid within three Business Days after the date on which it is due and one or more Alternate Currency Lenders holding a majority in interest of the outstanding Revolving Alternate Currency Loans of which such Revolving Alternate Currency Borrowing is comprised shall deliver to the Administrative Agent and the Company a request that the provisions of this paragraph take effect with respect to such Borrowing or (ii) The aggregate principal amount of Term Loan A made on the Closing Date Commitments shall not exceed be terminated or the Total Term Loan A Commitment. Any principal amount of Term Loan A which Loans accelerated pursuant to Article VII, then (unless such request is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.revoked by such Alternate Currency Lenders)

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees on the Tenth Incremental Assumption and Amendment Agreement Effective Date, the 2021 Refinancing Term B-1 Lenders agreed to make Revolving 2021 Refinancing Term B-1 Loans in Dollars to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Borrower in an aggregate principal amount equal to $2,778,900,000, (b) each Lender agrees to make Revolving Facility Loans of Revolving Loans at any a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower from time outstanding to time during the Availability Period in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on Borrower after the Closing Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and, (iiid) each Term Loan B Lender severally agrees having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Term Loan B Incremental Revolving Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B its Incremental Revolving Facility Commitment., and (be) Notwithstanding the foregoing: amounts borrowed under Section 2.01(a) or (ic) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. ii. On the Closing Date, certain Lenders made the Original Tranche B-1 Term B Loans to the Borrowers in a principal amount equal to $610.0 million. On the Second Restatement Effective Date, the aggregate outstanding principal amount of the Original Tranche B-1 Term B Loans is $570,000,000. (a) On the Incremental Effective Date, certain Lenders made the Original Tranche B-2 Term B Loans to the Borrowers in an aggregate principal amount equal to $200.0 million. On the Second Restatement Effective Date, the aggregate outstanding principal amount of the Original Tranche B-2 Term B Loans is $190,000,000. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth:forth herein, (i) each Revolving Loan Lender severally agrees to make Revolving Loans to on the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Second Restatement Effective Date, the outstanding Original Tranche B-1 Term B Loans and the outstanding Original Tranche B-2 Term B Loans of each Lender shall be repaid in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment;full; and (ii) each Term Loan A B Lender severally agrees to make Term Loan A B Loans to the Borrowers on the Closing Second Restatement Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s its Term B Loan A Commitment; and. (iiic) On the Second Restatement Effective Date, Original Revolving Facility Commitments shall be terminated and the outstanding loans thereunder paid in full. Subject to the terms and conditions set forth herein, 1. each Term Loan B Lender severally agrees to make Term Loan B Revolving Facility Loans of a Class to the Borrowers on from time to time during the Closing Date, Availability Period in an aggregate principal amount that will not to exceed the amount of result in (A) such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at Facility Commitment of such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and Class or (B) the amount by which (x) Revolving Facility Credit Exposure of such Class exceeding the then current Borrowing Base exceeds (y) the aggregate Letter total Revolving Facility Commitments of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Datesuch Class. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Revolving Facility Loans, on or after the Closing Date and up to but excluding the Revolving ; and (i) each Lender having an Incremental Term Loan Commitment Termination Date. (ii) The agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrowers in an aggregate principal amount of not to exceed its Incremental Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth:, (i) each Revolving Lender having a Senior Interim Cash Pay Loan Lender severally Commitment severally, but not jointly, agrees to make Revolving Loans to the Borrowers at any time and from time to time from a loan or loans (each a “Senior Interim Cash Pay Loan”) in a single draw on the Closing Date to the day immediately preceding Borrower in Dollars, which Senior Interim Cash Pay Loans shall not exceed (A) for any such Lender the Revolving Senior Interim Cash Pay Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment;Lender and (B) in the aggregate shall not exceed $5,000,000,000; and (ii) each Term Lender having a Senior Interim Toggle Loan A Lender severally Commitment severally, but not jointly, agrees to make Term Loan A to the Borrowers a loan or loans (each a “Senior Interim Toggle Loan”) in a single draw on the Closing DateDate to the Borrower in Dollars, which Senior Interim Toggle Loans shall not exceed (A) for any such Lender the Senior Interim Toggle Loan Commitment of such Lender and (B) in the aggregate shall not exceed $1,750,000,000. Such Senior Interim Loans (i) shall be incurred and maintained (except as provided in Section 2.6 and Section 2.10) as LIBOR Loans, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Senior Interim Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Senior Interim Loan Commitment. On the applicable interest payment dates with respect to Borrowings under Senior Toggle Loans closest to April 15, 2017, the Borrower shall repay in full in Dollars an amount of Senior Toggle Loans equal to the product of (x) $50,000,000 and (y) the percentage equal to the aggregate principal amount not to exceed of outstanding Senior Toggle Loans divided by the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not of outstanding Senior Toggle Loans and Senior Toggle Notes on such date, as determined in good faith by the Borrower rounded to exceed the nearest $1,000. Prepayments of Senior Toggle Loans made pursuant to the preceding sentence shall be made on a pro rata basis based on the aggregate principal amount of such Lender’s Term Loan B CommitmentSenior Toggle Loans outstanding. On the Maturity Date, the Borrower shall repay all then unpaid Loans in full in Dollars. (b) Notwithstanding the foregoing: Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (i) The aggregate principal amount any exercise of Revolving Loans outstanding at any time to the Borrowers such option shall not exceed affect the lower at obligation of the Borrower to repay such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of Term Loan A made on the Closing Date Lender shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A require it to take, or refrain from taking, actions that it determines would result in increased costs for which is repaid or prepaid may it will not be reborrowedcompensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Each Term A Lender on the Closing Date made a loan (a “Term A Loan”) on the Closing Date to the Borrower in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, in an amount equal to the Term A Loan Commitment of such Lender. Amounts repaid in respect of Term A Loans may not be reborrowed. (b) Each Term A-1 Lender on the Closing Date made a loan (a “Term A-1 Loan”) on the Closing Date to the Borrower in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, in an amount equal to the Term A-1 Loan Commitment of such Lender. Amounts repaid in respect of Term A-1 Loans may not be reborrowed. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower in Dollars from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Credit Exposure exceeding such Lender’s Revolving Commitments or (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on total Revolving Credit Exposures exceeding the Closing Date, in an aggregate principal amount not to exceed sum of the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of total Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (iid) The aggregate principal Subject to the terms and conditions set forth herein, each Term A-2 Lender severally agrees to make a loan (a “Term A-2 Loan”) on the Term A-2 Closing Date in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, in an amount not to exceed the Term A-2 Loan Commitment of such Lender at such time. Amounts repaid in respect of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid A-2 Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: , each Lender agrees, severally and not jointly, (ia) each Revolving to make Term Loans to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term Loan Lender severally agrees Commitment, (b) to make AXELs Series A Loans to the Borrower on the Closing Date in an aggregate principal amount not to exceed its AXELs Series A Commitment, (c) to make AXELs Series B Loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed its AXELs Series B Commitment, (d) to make AXELs Series C Loans to the Borrower on the Closing Date in an aggregate principal amount not to exceed its AXELs Series C Commitment, (e) to make Revolving Loans to the Borrowers Borrower, at any time and from time to time from on or after the Closing Date to date hereof, and until the day immediately preceding earlier of the Revolving Credit Maturity Date (or in the case of Acquisition Loans, the Acquisition Loan Commitment Termination Date) and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (x) (i) such Lender's Revolving Credit Exposure exceeding (ii) such Lender's Revolving Credit Commitment or (y) the aggregate principal amount of Revolving all Acquisition Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Dateexceeding $100,000,000. Within the foregoing limits set forth in clause (e) of the preceding sentence and subject to the terms, provisions conditions and limitations set forth herein, the Borrowers Borrower may borrow, repay pay or prepay and reborrow Revolving Loans, on . Amounts paid or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount prepaid in respect of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid Loans or prepaid AXELs Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject (a) From and including the Closing Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.1, 4.2 and 4.3, as applicable, each Revolving Lender severally and not jointly agrees, on the terms and conditions and relying upon the representations and warranties herein set forth: forth in this Agreement, to (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time in Agreed Currencies and (ii) participate in Facility LCs issued upon the request of the Borrowers in Agreed Currencies, from time to time from in amounts not to exceed in the Closing Date to aggregate at any one time outstanding the day immediately preceding Dollar Amount of its Revolving Pro Rata Share of the Available Aggregate Revolving Commitment; provided that (i) at no time shall the Aggregate Outstanding Revolving Credit Exposure hereunder exceed the Aggregate Revolving Commitment, (ii) at no time shall the aggregate outstanding Dollar Amount of all Eurocurrency Advances denominated in an Agreed Currency other than Dollars exceed the Foreign Currency Sublimit, and (iii) all Floating Rate Loans shall be made in Dollars and (b) each Term Lender with a Term Loan Commitment Termination Date, (severally and not jointly) agrees to make a Term Loan to ABL in Dollars not more than four (4) times at any time during the Term Loan Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed result in (i) the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of Term Loans made by such Term Lender exceeding such Term Lender’s Term Loan A Commitment; and Commitment or (iiiii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving all Term Loans outstanding at any time made by the Term Lenders exceeding the aggregate of all Term Loan Commitments. Subject to the Borrowers shall not exceed the lower at such time terms of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinthis Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after Loans at any time prior to the Closing Date and up to but excluding the Revolving Loan Commitment Facility Termination Date. (ii) . The aggregate principal amount of Term Loan A made Revolving Commitments to lend hereunder shall expire automatically on the Closing Date shall not exceed the Total Term Loan A CommitmentFacility Termination Date. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. (iii) . The aggregate principal amount of Term Loan B made LC Issuers will issue Facility LCs hereunder on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowedterms and conditions set forth in Section 2.21.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Credit Commitment; (ii) each Initial Term Loan A Lender severally agrees to make the Initial Term Loan A to the Borrowers on the Closing Effective Date, in an aggregate principal amount not equal to exceed the amount of such Initial Term Loan Lender’s Initial Term Loan A Commitment; and (iii) each Delayed Draw Term Loan B Lender severally agrees to make the Delayed Draw Term Loans to the Borrower on any Business Day prior to the DDTL Commitment Expiration Date in Dollars in a principal amount not to exceed its Delayed Draw Term Loan B Commitment; provided that the Delayed Draw Term Loans shall be advanced to the Borrower in a single draw.; and (iv) each Additional Term Loan Lender severally agrees to make the Additional Term Loan to the Borrowers on the Closing Second Amendment Effective Date, in an aggregate principal amount not equal to exceed the amount of such Additional Term Loan Lender’s Initial Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The No Revolving Loans will be advanced on the Effective Date. (ii) Immediately after the Effective Date, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsCommitment. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay and reborrow Revolving Loans, on or immediately after the Closing Effective Date and up prior to but excluding the Revolving Loan Commitment Termination Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (iiiii) The aggregate principal amount of the Initial Term Loan A made on the Closing Effective Date shall not exceed the Total Initial Term Loan A Commitment. Any principal amount of the Initial Term Loan A which is repaid or prepaid may not be reborrowed. (iiiiv) The aggregate principal amount of the Delayed Draw Term Loan B Loans made on the Closing Date hereunder shall not exceed the Total Delayed Draw Term Loan B Commitment. Any principal amount of the Delayed Draw Term Loan B Loans which is repaid or prepaid may not be reborrowed. (v) The aggregate principal amount of the Additional Loan made on the Second Amendment Effective Date shall not exceed the Total Additional Term Loan Commitment. Any principal amount of the Additional Term Loan which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth:, each Term Lender agrees, severally and not jointly, to make on the Effective Date a Term Loan in Dollars to Sotheby's, Inc. in a principal amount not exceeding its Term Commitment. Amounts repaid in respect of Term Loans may not be reborrowed. (ib) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination DateAvailability Period in Dollars or Sterling (as specified in the Borrowing Requests with respect thereto), in an aggregate principal amount of Revolving Loans at any time outstanding that will not result in such Lender's Revolving Exposure exceeding such Lender's Commitment, subject, however, to the conditions that (i) at no time shall the aggregate Revolving Exposures of all Lenders exceed the amount of such Lender’s aggregate Revolving Loan Commitment; Commitments, (ii) each at no time shall the aggregate Term Loan A Lender severally agrees to make Term Loan A to Loans and Revolving Exposures of all the Borrowers on the Closing Date, in an aggregate principal amount not to Lenders exceed the amount of such Lender’s Term Loan A Commitment; and Borrowing Base then in effect and (iii) each Term Loan B Lender severally agrees to make Term Loan B to at all times the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The outstanding aggregate principal amount of all Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount made by which (x) the Total each Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on equal such Revolving Lender's Revolving Percentage of the outstanding aggregate principal amount of all Revolving Loan Commitment Termination DateLoans. Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinlimits, the Borrowers may borrow, repay pay or prepay and reborrow Revolving Loanshereunder, on or and after the Closing Date date hereof and up prior to but excluding the Revolving Loan Commitment Termination Maturity Date, subject to the terms, conditions and limitations set forth herein. (iic) The aggregate principal For purposes of paragraph (b) above, if the Dollar Equivalent of an outstanding Revolving Borrowing denominated in Sterling, determined by the Administrative Agent based upon the applicable Spot Exchange Rate as of the date that is three Business Days before the end of the Interest Period with respect to such Revolving Borrowing, does not exceed by more than 5% the Assigned Dollar Value of such Revolving Borrowing, and if the entire amount of Term Loan A made on such Revolving Borrowing is to be continued as a new Revolving Borrowing of equivalent amount in the Closing Date same currency and by the same Revolving Borrower, then such Revolving Borrowing shall not exceed continue to have the Total Term Loan A Commitmentsame Assigned Dollar Value as in effect prior to such continuation. Any principal amount The Administrative Agent shall determine the applicable Spot Exchange Rate as of Term Loan A which is repaid or prepaid may not be reborrowedthe date three Business Days before the end of an Interest Period with respect to a Revolving Borrowing denominated in Sterling and shall promptly notify the Borrower and the Revolving Lenders whether the Dollar Equivalent of such Borrowing exceeds by more than 5% the Assigned Dollar Value thereof. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender with an Initial Commitment severally, and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally not jointly, agrees to make Revolving Loans revolving loans in Dollars and/or, to the Borrowers extent approved in accordance with Section 1.13, any other Alternate Currency to the US Borrower at any time and from time to time from on and after the Closing Second Amendment Effective Date, and until the earlier of the Initial Revolving Credit Maturity Date to and the day immediately preceding termination of the Revolving Loan Initial Commitment Termination Dateof such Lender in #94513555v35 accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that, after giving effect to the applicable revolving loan, will not to exceed result in (i) the amount of aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap or (ii) such Lender’s Initial Revolving Loan Credit Exposure exceeding such Lender’s Initial Commitment;. (iib) Subject to the terms and conditions set forth herein, each Term Loan A Lender severally with an Initial Commitment severally, and not jointly, agrees to make Term Loan A revolving loans in Canadian Dollars, Dollars and/or, to the Borrowers extent approved in accordance with Section 1.13, any other Alternate Currency to the Canadian Borrower at any time and from time to time on and after the Closing Second Amendment Effective Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that, after giving effect to the applicable revolving loan, will not to exceed result in (i) the amount of aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap, (ii) such Lender’s Term Loan A Initial Revolving Credit Exposure exceeding such Lender’s Initial Commitment; and , or (iii) the aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to the Canadian Borrower and Spanish Borrower collectively exceeding the Canadian/Spanish Borrower Sublimit. (c) Subject to the terms and conditions set forth herein, each Term Loan B Lender severally with an Initial Commitment severally, and not jointly, agrees to make Term Loan B revolving loans in Euro and/or, to the Borrowers extent approved in accordance with Section 1.13, any other Alternate Currency to the Spanish Borrower at any time and from time to time on and after the Closing Second Amendment Effective Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that, after giving effect to the applicable Initial Revolving Loan, will not to exceed result in (i) the amount of aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap, (ii) such Lender’s Term Loan B CommitmentInitial Revolving Credit Exposure exceeding such Lender’s Initial Commitment or (iii) the aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to each of the Spanish Borrower and Canadian Borrower collectively exceeding the Canadian/Spanish Borrower Sublimit. (bd) Notwithstanding Subject to the foregoing: (i) The aggregate principal amount terms and conditions of this Agreement and any applicable Extension Amendment or Incremental Revolving Facility Amendment, each Lender and each Additional Revolving Lender with any Additional Revolving Commitment for a given Class severally, and not jointly, agrees to make Additional Revolving Loans outstanding at any time of such Class to the Borrowers applicable Borrower or Borrowers, which Revolving Loans shall not exceed for any such Lender or Additional Revolving Lender at the lower at such time of (A) any incurrence thereof, the amount by which (x) the Total Additional Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination DateClass of Lender. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon set forth herein, each Lender made a Tranche 1 Term Loan to the representations and warranties herein set forth:Borrower on the First Restatement Effective Date in an aggregate principal amount not exceeding its Tranche 1 Term Commitment. Amounts repaid or prepayed in respect of Tranche 1 Term Loans may not be reborrowed. (ib) Subject to the terms and conditions set forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s Revolving Loan Commitment; Exposure exceeding the lesser of (i) such Lender’s Revolving Commitment and (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees Applicable Percentage of an amount equal to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and Borrowing Base Amount in effect at such time minus (B) the amount by which sum of (x1) the then current Borrowing Base exceeds outstanding Tranche 1 Term Loans at such time, (y2) the aggregate Letter of Credit Obligations. The outstanding Tranche 2 Term Loans at such time, (3) the outstanding Tranche 3 Term Loans at such time, (4) the outstanding Other Term Loans at such time, (5) the Other Revolving Loan Commitment of each Lender shall automatically Exposures at such time and permanently be reduced to zero on (6) the Revolving Loan Commitment Termination DateAdditional Senior Debt at such time. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (iic) The Subject to the terms and conditions set forth herein, each Lender made a Tranche 2 Term Loan to the Borrower on the Second Restatement Effective Date in an aggregate principal amount of not exceeding its Tranche 2 Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts repaid or prepaid prepayed in respect of Tranche 2 Term Loans may not be reborrowed. (iiid) The Subject to the terms and conditions set forth herein, each Lender made a Tranche 3 Term Loan to the Borrower on the 2008 Restatement Effective Date in an aggregate principal amount not exceeding its Tranche 3 Term Commitment. Amounts repaid or prepayed in respect of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein (and without affecting any other provisions hereof), the funded portion of each Tranche 3 Term Loan made on the 2008 Restatement Effective Date (i.e., the amount advanced to the Borrower on the 2008 Restatement Effective Date) was equal to 90.00% of the principal amount of such Loan (it being agreed that the full principal amount of each such Loan will be deemed outstanding on the 2008 Restatement Effective Date and the Borrower shall be obligated to repay 100% of the principal amount of each such Loan as provided hereunder). (e) Notwithstanding anything herein to the contrary (including the provisions contained in Sections 6.01(c) and 9.19), if there is more than one Class of Revolving Commitments and Other Revolving Commitments outstanding at any time, then (a) borrowings and prepayments (but not repayments at maturity) of borrowings under all such Commitments shall be made pro rata among the Lenders holding such Commitments (based on the respective amounts of the Revolving Commitments and Other Revolving Commitments held by such Lenders) and (b) each Class of Revolving Commitments and Other Revolving Commitments (and the terms of the Revolving Loans and Other Revolving Loans made pursuant to such Commitments) will be treated substantially the same as one another; provided, however, that (i) the commitment fees, letter of credit fees and other similar fees payable in respect thereof and the interest rates payable in respect of the Loans made pursuant thereto need not be the same, (ii) the maturity date and commitment periods in respect thereof need not be the same, (iii) the Borrower may Refinance all or any portion of any Class of Revolving Commitments or Other Revolving Commitments (and prepay or otherwise Refinance the Loans and other extensions of credit outstanding thereunder) pursuant to Section 6.01(a)(i) without Refinancing any other Class of Revolving Commitments or Other Revolving Commitments (or the Loans and other extensions of credit outstanding thereunder) and (iv) the Administrative Agent may, with the consent of the Borrowing Base Agents (which consent shall not be unreasonably withheld), permit other differences in the terms thereof that would otherwise be permitted by Section 6.01(c) or 9.19 (as applicable), including to address the treatment of Letters of Credit and Swingline Loans to be made available thereunder.

Commitments. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth:, (i) each Revolving Lender having a Senior Interim Cash Pay Loan Lender Commitment severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from a loan or loans (each a “Senior Interim Cash Pay Loan”) in a single draw on the Closing Date to the day immediately preceding Borrower in Dollars, which Senior Interim Cash Pay Loans shall not exceed for any such Lender the Revolving Senior Interim Cash Pay Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment;Lender and in the aggregate shall not exceed $3,750,000,000; and (ii) each Term Lender having a Senior Interim PIK Loan A Lender Commitment severally agrees to make Term Loan A to the Borrowers a loan or loans (each a “Senior Interim PIK Loan”) in a single draw on the Closing DateDate to the Borrower in Dollars, which Senior Interim PIK Loans shall not exceed for any such Lender the Senior Interim PIK Loan Commitment of such Lender and in the aggregate shall not exceed $2,750,000,000. Such Senior Interim Loans (i) shall be incurred and maintained (except as provided in Section 2.6 and Section 2.10) as LIBOR Loans, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Senior Interim Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Senior Interim Loan Commitment. On the applicable interest payment dates with respect to Borrowings under Senior PIK Loans closest to March 31, 2015, the Borrower shall repay in full in Dollars an amount of Senior PIK Loans equal to the product of (x) $50,000,000 and (y) the percentage equal to the aggregate principal amount not to exceed of outstanding Senior PIK Loans divided by the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not of outstanding Senior PIK Loans and Senior PIK Notes on such date, as determined in good faith by the Borrower rounded to exceed the nearest $1,000. Prepayments of Senior PIK Loans made pursuant to the preceding sentence shall be made on a pro rata basis based on the aggregate principal amount of such Lender’s Term Loan B CommitmentSenior PIK Loans. On the Maturity Date, the Borrower shall repay all then unpaid Loans in full in Dollars. (b) Notwithstanding the foregoing: (i) The aggregate principal amount Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of Revolving Loans outstanding at any time such Lender to the Borrowers shall not exceed the lower at make such time of Loan, provided that (A) any exercise of such option shall not affect the amount by which (x) obligation of the Total Revolving Borrower to repay such Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each in exercising such option, such Lender shall automatically and permanently be reduced use its reasonable efforts to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject minimize any increased costs to the termsBorrower resulting therefrom (which obligation of the Lender shall not require it to take, provisions or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and limitations set forth hereinin the event of such request for costs for which compensation is provided under this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Dateprovisions of Section 2.10 shall apply). (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: forth herein, (ia) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower in Dollars or in one or more Alternative Currencies from time to time from time, on any Business Day during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination DateAvailability Period, in an aggregate principal amount of Revolving Loans not to exceed at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; ; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and (iii) the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (b) each Term Loan A Lender severally agrees to make a Term Loan A to the Borrowers Borrower in Dollars on the Closing Date, in an aggregate principal amount not equal to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees , by making immediately available funds available to make Term Loan B to Agent’s designated account, not later than the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount specified by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateAgent. Within the foregoing limits and subject to the termsother terms and conditions hereof, provisions and limitations set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Term Loans may only be denominated in Dollars. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Lender with a Revolving Loan Lender Commitment severally agrees to make Revolving revolving Loans denominated in Dollars and Foreign Currencies to the Borrowers at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Credit Exposure exceeding such Lender’s Revolving Commitment; , (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on sum of the Closing Datetotal Revolving Credit Exposures exceeding the total Revolving Commitments, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on Dollar Equivalent of the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. all Revolving Loans, Letters of Credit and Swingline Loans denominated in a Foreign Currency exceeding $100,000,000 or (biv) Notwithstanding the foregoing: (i) The Dollar Equivalent of the aggregate principal amount of all Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter and Letters of Credit Obligations and (B) made to or issued for the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter account of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateSubsidiary Borrowers exceeding $100,000,000. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (iib) The Subject to the terms and conditions set forth herein, each Lender with a Term B Commitment agrees to make a Term B Loan denominated entirely in Dollars to the Borrower on the Funding Date in an aggregate principal amount that will not result in (i) such Lender’s Term B Loan exceeding such Lender’s Term B Commitment or (ii) the sum of the Term Loan A made on B Loans exceeding the Closing Date shall not exceed the Total total Term Loan A CommitmentB Commitments. Any principal No amount of the Term B Loan A which is repaid or prepaid by the Borrower may not be reborrowedreborrowed hereunder. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) other than as set forth in clause (iii) below with respect to the 2023 Incremental Revolving Loans, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Dateterm of this Agreement, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such LenderXxxxxx’s Revolving Loan Credit Commitment; (ii) each Initial Term Loan A Lender severally agrees to make the Initial Term Loan A to the Borrowers Borrower on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s Initial Term Loan A Commitment; and; (iii) each Additional Term Loan B Lender severally agrees to make the Additional Term Loan B to the Borrowers Borrower on the Closing Amendment No. 6 Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s Additional Term Loan B Commitment; (iv) each Second Additional Term Loan Lender severally agrees to make the Second Additional Term Loan to the Borrower on the Amendment No. 7 Effective Date, in an aggregate principal amount not to exceed the amount of such Xxxxxx’s Second Additional Term Loan Commitment; and (v) each 2023 Incremental Revolving Loan Lender severally agrees to make 2023 Incremental Revolving Loans to the Borrower at any time and from time to time on or after the Amendment No. 5 Effective Date, in an aggregate principal amount not to exceed the amount of such Xxxxxx’s 2023 Incremental Revolving Credit Commitment. No portion of any Loan will be funded (initially or through participation, assignment, transfer or securitization) with plan assets of any plan covered by ERISA or Section 4975 of the Internal Revenue Code if it would cause the Borrower or any Guarantor to incur any prohibited transaction excise tax penalties under Section 4975 of the Internal Revenue Code. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans (excluding any capitalized interest pursuant to Section 4.01(a)(ii)) outstanding at any time to the Borrowers Borrower shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsCommitment. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the Borrower may borrow, repay and reborrow, the Revolving Loans on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, . No Revolving Loans shall be advanced on the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Effective Date. (ii) The aggregate principal amount of the Initial Term Loan A made on the Closing Effective Date shall not exceed the Total Initial Term Loan A Commitment. Any principal amount of the Initial Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of the Additional Term Loan B made on the Closing Amendment No. 6 Effective Date shall not exceed the Total Additional Term Loan B Commitment. Any principal amount of the Additional Term Loan B which is repaid or prepaid may not be reborrowed. (iv) The aggregate principal amount of the Second Additional Term Loan made on the Amendment No. 7 Effective Date shall not exceed the Total Second Additional Term Loan Commitment. Any principal amount of the Second Additional Term Loan which is repaid or prepaid may not be reborrowed. (v) The 2023 Incremental Revolving Loans shall be made as a single borrowing funded to the Blocked Account on the applicable funding date, subject to the satisfaction of the conditions precedent set forth in Section 5.03. Any 2023 Incremental Revolving Loan repaid or prepaid to the Administrative Agent for the account of each 2023 Incremental Revolving Loan Lender may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) , each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Effective Date to the day immediately preceding the Revolving Loan Commitment Termination Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s 's Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Credit Commitment. (b) Notwithstanding the foregoing: (i) The , the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (i) the difference between (A) the amount by which Available Commitment and (x) the Total Revolving Loan Commitment exceeds (yB) the aggregate Letter of Credit Obligations and (Bii) the amount by which difference between (xA) the then current Borrowing Base exceeds and (yB) the aggregate Letter of Credit Obligations. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits limits, the Borrowers may borrow, repay and reborrow, on or after the Effective Date and prior to the Revolving Loan Commitment Termination Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (iic) The Notwithstanding the foregoing, the aggregate principal amount of Term Loan A made on the Closing Date Loans and Letter of Credit Obligations shall not exceed the Total Term Loan A Commitment. Any maximum principal amount of Term Loan A which Indebtedness which, in accordance with the Indenture, is repaid or prepaid may not permitted to be reborrowedincurred by the Borrowers. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions ------------ set forth herein, each Lender agrees (a) to make Tranche A Term Loans to the Borrower during the Tranche A Availability Period in an aggregate principal amount not exceeding its Tranche A Commitment, (b) to make Tranche B Term Loans to the Borrower during the Tranche B Availability Period in a principal amount not exceeding its Tranche B Commitment and relying upon the representations and warranties herein set forth: (ic) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower from time to time from during the Closing Date Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment; provided, however, that (i) on the Effective Date, -------- ------- the Lenders will make Tranche B Term Loans to the day immediately preceding the Revolving Loan Commitment Termination Date, Borrower in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed less than 50% of the initial aggregate amount of such Lender’s Revolving Loan Commitment; the Lenders' Tranche B Commitments, and (ii) each no Tranche A Term Loan A Lender severally agrees to make Loans or Revolving Loans will be made during the Tranche B Availability Period unless the Lenders have made Tranche B Term Loan A Loans to the Borrowers on the Closing Date, Borrower in an aggregate principal amount not equal to exceed the aggregate amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan the Lenders' Tranche B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) i. each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Dateterm of this Agreement, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such LenderXxxxxx’s Revolving Loan Credit Commitment;; and (ii) . each Term Loan A Lender severally agrees to make the Term Loan A to the Borrowers Borrower on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such LenderXxxxxx’s Term Loan A Commitment; and . No portion of any Loan will be funded (iiiinitially or through participation, assignment, transfer or securitization) each Term Loan B Lender severally agrees with plan assets of any plan covered by ERISA or Section 4975 of the Internal Revenue Code if it would cause the Borrower or any Guarantor to make Term Loan B to incur any prohibited transaction excise tax penalties under Section 4975 of the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B CommitmentInternal Revenue Code. (b) Notwithstanding the foregoing: (i) i. The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsCommitment. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the Borrower may borrow, repay and reborrow, the Revolving Loans on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, . No Revolving Loans shall be advanced on the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Effective Date. (ii) . The aggregate principal amount of the Term Loan A made on the Closing Effective Date shall not exceed the Total Term Loan A Commitment. Any principal amount of the Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the U.S. Borrowers at any time and from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Dateterm of this Agreement, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s 's Revolving Loan Credit Commitment; (ii) each Tranche A Term Loan A Lender severally agrees to make the Tranche A Term Loan A to the U.S. Borrowers on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s 's Tranche A Term Loan A Commitment; and (iii) each Tranche B Term Loan B Lender severally agrees to make the Tranche B Term Loan B to the Borrowers Dutch Borrower on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s 's Tranche B Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the U.S. Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Credit Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsMaximum Revolver Amount. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Final Maturity Date. Within the foregoing limits limits, the U.S. Borrowers may borrow, repay and reborrow, the Revolving Loans after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein, . No Revolving Loans shall be advanced on the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Effective Date. (ii) The aggregate principal amount of the Tranche A Term Loan A made on the Closing Effective Date shall not exceed the Tranche A Total Term Loan A Commitment. Any principal amount of the Tranche A Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of the Tranche B Term Loan B made on the Closing Effective Date shall not exceed the Tranche B Total Term Loan B Commitment. Any principal amount of the Tranche B Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (a) each Term Lender agrees, severally and not jointly, to (i) make an Initial Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the initial amount of such Term Lender’s Term Loan Commitment (if any), (ii) make a 2018 Incremental Term Loan to the Borrower on the First Incremental Amendment Date in a principal amount not to exceed its 2018 Incremental Term Loan Commitment (if any) and, (iii) make a 2020 Incremental Term Loan to the Borrower on the Third Incremental Amendment Date in a principal amount not to exceed its 2020 Incremental Term Loan Commitment (if any); and (iv) make a 2021 Incremental Term Loan to the Borrower on the Sixth Amendment Effective Date in a principal amount not to exceed its 2021 Incremental Term Loan Commitment (if any); (b) each Revolving Loan Lender agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time from on and after the Closing Date to until the day immediately preceding earlier of the Revolving Loan Maturity Date and the termination of the Revolving Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s Revolving Loan Exposure exceeding such Lender’s Revolving Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A ; provided that Revolving Loans shall only be made to the Borrowers Borrower on the Closing Date, Date (a) in an aggregate principal amount not to exceed $10,000,000 to fund (i) the amount consideration for the Acquisition and Transaction Expenses, (ii) any original issue discount or upfront fees required to be funded on the Closing Date (including in connection with the issuance of such Lender’s Term Loan A Commitmentthe 2025 Unsecured Notes) and (iii) working capital, and (b) to cash collateralize letters of credit outstanding under the Existing Credit Agreements.; and (iiic) each 2021 Extending Term Loan B Lender severally agrees to make acknowledges that all of the Initial Term Loan B to the Borrowers Loans held by such 2021 Extending Lender on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Sixth Amendment Effective Date were converted into 2021 Extended Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations as further set forth herein, in the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination DateSixth Amendment. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Lender with a Term B Loan Lender severally Commitment agrees to make Revolving Term B Loans in Dollars to the Borrowers at any time and from time to time from Initial Borrower on the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving its Term B Loan Commitment; (iib) each Term Loan A Lender severally with a Revolving Facility Commitment of a Class agrees to make Term Loan A Revolving Facility Loans of such Class to the Borrowers on from time to time during the Closing DateAvailability Period for such Class of Revolving Facility in Dollars and each Alternate Currency in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments under such Class of Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans; (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrowers, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and (iiid) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (bamounts borrowed under Sections 2.01(a) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (Bexcept as otherwise provided in the applicable Incremental Assumption Agreement) the amount by which (x2.01(c) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally and not jointly agrees to make Revolving Loans to the Borrowers Borrowers, on a revolving basis, at any time and from time to time from the Closing Effective Date to the day immediately preceding the Revolving Loan Maturity Date, or until the earlier reduction of its Revolving Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s 's Revolving Loan Credit Commitment;; and (ii) each Term Loan A Lender severally and not jointly agrees to make the Term Loan A to the Borrowers on the Closing Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s 's Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which difference between (x) the Total Revolving Loan Credit Commitment exceeds and (y) the aggregate Letter of Credit Obligations and (B) the amount by which difference between (x) the then current Borrowing Base exceeds and (y) the aggregate Letter of Credit Obligations. The Revolving Loan Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Maturity Date. Within the foregoing limits limits, the Borrowers may borrow, repay and reborrow, on or after the Effective Date and prior to the Revolving Loan Maturity Date, subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of the Term Loan A made on the Closing Effective Date shall not exceed the Total Term Loan A Commitment. Any principal amount of the Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (a) (i) each Revolving Loan Lender severally agrees on the October 2018 Effective Date, the October 2018 Term B Lenders agree to make Revolving October 2018 Term B Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Borrower in an aggregate principal amount of Revolving Loans at any time outstanding not $538,723,370.92, subject to exceed the amount of such Lender’s Revolving Loan Commitment; terms and conditions in the October 2018 Incremental Assumption and Amendment Agreement and (ii) each Incremental Term Loan A Lender severally (as defined in Amendment No. 4) agrees to make Term Loan A B-1 Loans to the Borrowers Borrower on the Closing Date, Amendment No. 4 Effective Date in an aggregate principal amount not to exceed the amount of such Lender’s its Term B-1 Loan A Commitment; and, (iiib) each Term Loan B Lender severally agrees to make Term Loan B Revolving Facility Loans of a Class in Dollars to the Borrowers on Borrower from time to time during the Closing Date, Availability Period in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Term Loan B Commitment. Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (Aii) the amount by which (x) Revolving Facility Credit Exposure of such Class exceeding the Total total Revolving Loan Commitment exceeds (y) the aggregate Letter Facility Commitments of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Datesuch Class. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Facility Loans, on or after the Closing Date and up to but excluding the Revolving , (c) each Lender having an Incremental Term Loan Commitment Termination Date. (ii) The agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (a) (i) each Revolving Loan Lender severally agrees to make Revolving on the Fifth Amendment Agreement Effective Date, certain Lenders made 2017 Refinancing Term B-1 Loans in Dollars to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Borrower in an aggregate principal amount equal to $3,553,694,684.53 and (ii) on the Seventh Incremental Assumption and Amendment Agreement Effective Date, certain Lenders made December 2018 Incremental Term B-1 Loans in Dollars to the Borrower in an aggregate principal amount equal to $425,000,000, (b) each Lender agrees to make Revolving Facility Loans of Revolving Loans at any a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower from time outstanding to time during the Availability Period in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan A Lender severally agrees Commitment (other than a 2017 Refinancing Term B-1 Loan Commitment or a December 2018 Incremental Term B-1 Loan Commitment) agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and, (iiid) each Term Loan B Lender severally agrees having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Term Loan B Incremental Revolving Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B its Incremental Revolving Facility Commitment., and (be) Notwithstanding the foregoing: amounts borrowed under Section 2.01(a) or (ic) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is that are repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions hereof, each Existing Term Lender has made a “Term Loan” (as defined in the Existing Credit Agreement) (such Term Loans, the “Existing Term Loans”) and relying upon the representations and warranties herein set forth:such Existing Term Loans shall be deemed to be Term Loans hereunder. (ib) Subject to the terms and conditions hereof, each Revolving Loan Lender severally agrees to make revolving credit loans (“Revolving Loans Credit Loans”) to the Borrowers at any time and Borrower from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Credit Commitment Termination Date, Period in an aggregate principal amount of Revolving Loans at any one time outstanding which, when added to such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding, does not to exceed the lesser of (i) the amount of such Lender’s Revolving Loan Commitment; Credit Commitment and (ii) the amount equal to such Lender’s Revolving Credit Percentage of the Total Availability at such time. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date. (c) Subject to and upon the terms and conditions set forth herein, each Incremental Tranche B-1 Term Loan A Lender party hereto severally agrees to make incremental tranche B-1 term loans in Dollars (the “Incremental Tranche B-1 Term Loan A Loans”) to the Borrowers Borrower on or prior to the Closing Date, Outside Date in an aggregate principal amount not to exceed the commitment amount of set forth next to such Incremental Tranche B-1 Term Lender’s name in Schedule 1.2 hereto under the caption “Incremental Tranche B-1 Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit ObligationsCommitments”. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations Except as otherwise set forth herein, the Borrowers Incremental Tranche B-1 Term Loans shall be “Loans”, “Term Loans” and “Incremental Term Loans”, and the Incremental Tranche B-1 Term Lenders shall be “Lenders” and “Term Lenders”, for all purposes of this Agreement and the other Loan Documents. The Incremental Tranche B-1 Term Loans may borrowbe repaid or prepaid in accordance with the provisions of this Agreement, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is once repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject (a) Prior to the Effective Date, the Lender made a Term Loan (as defined in the Original Financing Agreement) to the Original Borrowers under the Original Financing Agreement (the “Term Loan A”). The principal amount of the Term Loan A outstanding on the date hereof is $[ ]. The Borrowers hereby agree that they are jointly and severally liable to repay the Term Loan A pursuant to the terms and conditions set forth in this Agreement and relying upon the representations other Loan Documents. Any principal amount of the Term Loan A which is repaid or prepaid by the Borrowers may not be reborrowed. (b) Prior to the Effective Date, the Lender made a Special Loan (as defined in the Original Financing Agreement) to the Original Borrowers under the Original Financing Agreement (the “Term Loan B”). The principal amount of the Term Loan B outstanding on the date hereof is $[1,700,000]. The Borrowers hereby agree that they are jointly and warranties herein severally liable to repay the Term Loan B pursuant to the terms and conditions set forth in this Agreement and the other Loan Documents. Any principal amount of the Term Loan B which is repaid or prepaid by the Borrowers may not be reborrowed. (c) Prior to the Effective Date, the Lender made revolving loans to the Original Borrowers under the Original Financing Agreement (the “Original Revolving Loans”). The aggregate principal amount of the Original Revolving Loans outstanding on the date hereof is $[ ]. The Lender agrees, on the terms and conditions hereinafter set forth: (i) each Revolving Loan Lender severally agrees , to make additional revolving loans (together with the Original Revolving Loans Loans, the “Revolving Loans”) to the Borrowers at any time and from time to time from on any Business Day during the Closing Date to period commencing on the day immediately preceding date hereof and ending on, but excluding, the Revolving Loan Commitment Termination Maturity Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the lesser of (i) the amount of such Lender’s the Revolving Loan Commitment; Credit Commitment and (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender the Borrowing Base then in effect. The Borrowers hereby agree that they are jointly and severally agrees liable to make Term Loan B repay the Revolving Loans pursuant to the Borrowers on terms and conditions set forth in this Agreement and the Closing Date, in an aggregate principal amount not to exceed other Loan Documents. Within the limit of the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth hereinCredit Commitment, the Borrowers may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up Loans pursuant to but excluding the Revolving Loan Commitment Termination Datethis Article II. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: forth herein, (ia) each Revolving Loan Term Lender severally agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Term Commitment (the “Term Facility”), (b) [reserved], (c) each U.S. Revolving Lender severally agrees to make U.S. Revolving Loans to the Borrowers at any time and Borrower denominated in dollars from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding which will not to exceed the amount of result in such Lender’s U.S. Revolving Loan Commitment; Exposure exceeding such Lender’s U.S. Revolving Commitment (iithe “U.S. Revolving Facility”); provided, however, that, after giving effect to any Borrowing of U.S. Revolving Loans, the aggregate principal amount of all outstanding U.S. Revolving Exposure shall not exceed the aggregate principal amount of the U.S. Revolving Commitments and (d) each Term Loan A Sterling Revolving Lender severally agrees to make Term Loan A Sterling Revolving Loans to the Borrowers on Borrower denominated in dollars or Sterling from time to time during the Closing Date, Revolving Availability Period in an aggregate principal amount which will not to exceed the amount of result in such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of Sterling Revolving Exposure exceeding such Lender’s Term Loan B Commitment. Sterling Revolving Commitment (b) Notwithstanding the foregoing: (i) The “Sterling Revolving Facility”); provided, however, that, after giving effect to any Borrowing of Sterling Revolving Loans, the aggregate principal amount of all outstanding Sterling Revolving Loans outstanding at any time to the Borrowers Exposure shall not exceed the lower at such time aggregate principal amount of (A) the amount by which (x) the Total Sterling Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of Term Loans or Incremental Term Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (a) (i) each Revolving Loan Initial Term B Lender severally agrees to make Revolving Initial Term B Loans to the Borrowers at any time and from time to time from Borrower on the Closing Date in a principal amount not to exceed its Initial Term B Loan Commitment and (ii) each Delayed Draw Term B Lender agrees to make Delayed Draw Term B Loans to the day immediately preceding Borrower after the Revolving Loan Commitment Termination Date, Closing Date during the Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed its Delayed Draw Term B Loan Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed; (b) each Lender agrees to make Revolving Facility Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount of that will not result in (i) such Lender’s Revolving Loan CommitmentFacility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided, that the aggregate principal amount of Revolving Facility Loans made on the Closing Date shall not exceed $250.0 million. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; (iic) each Term Loan A Synthetic L/C Lender severally agrees to make Term Loan A to the Borrowers fund its Credit-Linked Deposit on the Closing DateDate in Dollars in an amount not to exceed its Synthetic L/C Commitment; and (d) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees to make Revolving Loans on the Closing Date, upon satisfaction (or waiver) of the conditions set forth in Sections 4.01 and 4.02, subject to the Borrowers at terms and conditions set forth in this Agreement, each Lender shall automatically and without any time and from time funding or other action on the part of such Lender, receive in exchange for the portion of its outstanding Allowed Prepetition Credit Agreement Claims owing to time from such Lender, in accordance with the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination DatePlan of Reorganization, term loans in an aggregate principal amount equal to such Lender’s Term B Loan Commitment which shall consist of term B-1 loans to the Borrower in the aggregate principal amount of $1,638,387,394 (“Term B-1 Loans”); (b) each Lender with a Revolving Facility Commitment (including pursuant to an Incremental Assumption Agreement) of a Class agrees to make Revolving Facility Loans of such Class to the Borrower from time to time during the Availability Period for such Class of Revolving Loans at any time outstanding Facility in Dollars in an aggregate principal amount that will not to exceed the amount of result in (i) such Lender’s Revolving Loan CommitmentFacility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments under such Class of Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans (without premium or penalty); (iic) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and (iiid) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. amounts borrowed under Section 2.01(a) and/or (bc) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Dollar Tranche Lender severally agrees to make Dollar Tranche Revolving Loans to the Borrowers at any time and Borrower in Dollars from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Dollar Tranche Revolving Loan Commitment; Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) each Term Loan A Lender severally agrees to make Term Loan A the sum of the total Dollar Tranche Revolving Credit Exposures (after giving effect, if applicable, to the Borrowers on repayment of any Swingline Loans with the Closing Date, in an aggregate principal amount not to exceed the amount proceeds of such Lender’s Term Loan A Commitment; and (iiiDollar Tranche Revolving Loan) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) exceeding the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateDollar Tranche Commitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Dollar Tranche Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (iib) The Subject to the terms and conditions set forth herein, each Multicurrency Tranche Lender agrees to make Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of Term Loan A made on such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment or (ii) subject to Section 2.04, the Closing Date shall not exceed sum of the Total Term Loan A CommitmentDollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments. Any principal amount of Term Loan A which is repaid or prepaid Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may not be reborrowedborrow, prepay and reborrow Multicurrency Tranche Revolving Loans. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan U.S. Lender severally agrees to make revolving loans (“U.S. Revolving Loans Loans”) to the Borrowers at any time and U.S. Borrower from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in Dollars in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s U.S. Revolving Loan Credit Exposure exceeding such Lender’s U.S. Commitment; , (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on sum of the Closing Date, in an aggregate principal amount not to exceed total U.S. Revolving Credit Exposures exceeding the amount of such Lender’s Term Loan A Commitment; and total U.S. Commitments or (iii) each Term the sum of the total Revolving Credit Exposures plus the total Competitive Loan B Lender severally agrees to make Term Loan B to Exposures exceeding the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Datetotal Commitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers U.S. Borrower may borrow, repay prepay and reborrow U.S. Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (iib) The Subject to the terms and conditions set forth herein, each Japanese Lender agrees to make revolving loans (“Japanese Revolving Loans”) from time to time during the Revolving Availability Period to the Japanese Borrower and, if and to the extent the U.S. Borrower shall have delivered all documentation and other information reasonably requested by the Japanese Administrative Agent and required under all Japanese “know your customer” and similar laws and regulations, to the U.S. Borrower, in Japanese Yen or Dollars in an aggregate principal amount that will not result in (i) such Lender’s Japanese Revolving Credit Exposure exceeding such Lender’s Japanese Commitment, (ii) the sum of Term the total Japanese Revolving Credit Exposures exceeding the total Japanese Commitments or (iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan A made on Exposures exceeding the Closing Date shall not exceed total Commitments. Within the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid foregoing limits and subject to the terms and conditions set forth herein, any Japanese Borrower and the U.S. Borrower may not be reborrowedborrow, prepay and reborrow the Japanese Revolving Loans. (iiic) The Subject to the terms and conditions set forth herein, each Multicurrency Lender agrees to make revolving loans (“Multicurrency Revolving Loans”) from time to time during the Revolving Availability Period to the European Borrower and the U.S. Borrower in a Committed Currency or Dollars in an aggregate principal amount that will not result in (i) such Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the sum of Term the total Multicurrency Revolving Credit Exposures exceeding the total Multicurrency Commitments or (iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan B made on Exposures exceeding the Closing Date shall not exceed total Commitments. Within the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid foregoing limits and subject to the terms and conditions set forth herein, the European Borrower and the U.S. Borrower may not be reborrowedborrow, prepay and reborrow the Multicurrency Revolving Loans.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Loan Lender severally agrees the 2018 Term Lenders agree to make Revolving make, on the Repricing Effective Date, 2018 Term Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Borrower in an aggregate principal amount of Revolving $373,437,500, subject to the terms and conditions set forth in the First Amendment; (b) the 2019 Term Lenders agree to make, on the 2019 Effective Date, 2019 Term Loans at any time outstanding not to exceed the Borrower in an aggregate principal amount of $30,000,000, subject to the terms and conditions set forth in the Second Amendment. (c) each Revolving Facility Lender agrees from time to time during the Revolving Availability Period to make Revolving Facility Loans of a Class in U.S. Dollars to the Borrower from its U.S. Lending Office in an aggregate principal amount that will not result in such Lender’s Revolving Loan CommitmentFacility Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class; (iid) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on Borrower to the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and; (iiie) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Facility Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount . Amounts repaid in respect of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid B Loans may not be reborrowed.; and (iiif) The aggregate principal amount from and after the 2019 Effective Date, the 2018 Term Loans and the 2019 Term Loans shall collectively constitute one tranche and one single Class of Term Loans, and shall have the same terms and conditions for all purposes under the Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowedDocuments.

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees of this Agreement, to make Revolving Loans loans (the “Committed Loans”) to the Borrowers at any time and Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount not exceeding the portion of Revolving its Commitment allocated to Loans (as set forth on Schedule 1.1(a)); provided, however, that no Borrowing of Committed Loans shall be made if, immediately after giving effect thereto, (x) the Credit Exposure of any Lender would exceed its Commitment at any such time outstanding not to or (y) the Aggregate Credit Exposure would exceed the amount Credit Limit at such time. The Commitments are non-revolving and, to the extent repaid, Committed Loans may not be reborrowed. Availability of such Lender’s Revolving Loan Commitment;Committed Loans under the Commitments shall cease on the Termination Date. (iib) each Term Loan A Lender severally agrees Subject to make Term Loan A to and upon the Borrowers terms and conditions set forth herein, on the Closing Date, in an aggregate principal amount not to exceed all Committed Loans outstanding on the amount of such Lender’s Term Loan A Commitment; and Closing Date (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers including any Committed Loans made on the Closing Date) shall automatically convert into an amortizing term loan (together with any Existing Loans, in an aggregate principal amount not to exceed collectively, the amount “Initial Converted Term Loan”), without such conversion constituting a repayment or novation of such Lender’s Term Loan B Commitment. (b) Notwithstanding Committed Loans. The portion of the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount Initial Converted Term Loan held by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made outstanding on the Closing Date shall not exceed equal the Total Term Loan A Commitment. Any aggregate principal amount of the Committed Loans of such Lender outstanding on the Closing Date immediately prior to such conversion (including any Committed Loans made by such Lender on the Closing Date) plus the aggregate principal amount of Existing Loans of such Lender outstanding on the Closing Date. No portion of the Initial Converted Term Loan A which is repaid or prepaid shall be made at any time after the Closing Date. To the extent repaid, the Initial Converted Term Loan may not be reborrowed. (iiic) Subject to and upon the terms and conditions set forth herein, on the Second Conversion Date, all Committed Loans outstanding on the Second Conversion Date (including any Committed Loans made on the Second Conversion Date) shall automatically convert into an amortizing term loan (the “Second Converted Term Loan”), without such conversion constituting a repayment or novation of such Committed Loans. The portion of the principal amount of the Second Converted Term Loan held by each Lender outstanding on the Second Conversion Date shall equal the aggregate principal amount of the Committed Loans of such Lender outstanding on the Second Conversion Date immediately prior to such conversion (including any Committed Loans made by such Lender on the Second Conversion Date). No portion of the Second Converted Term Loan B shall be made on at any time after the Closing Date shall not exceed Second Conversion Date. To the Total extent repaid, the Second Converted Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Lender agrees to make Term B-1 Loans to the Borrower on the Closing Date in a principal amount not to exceed its Term B-1 Loan Commitment; (b) each Lender severally agrees to make Term B-2 Loans to the Borrower on the Closing Date in a principal amount not to exceed its Term B-2 Loan Commitment; (c) each Lender agrees to make Term B-3 Loans to the Borrower on the Closing Date in a principal amount not to exceed its Term B-3 Loan Commitment; (d) each Lender agrees to make Revolving Facility Loans to the Borrowers at any time and Borrower from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in Dollars or in one or more Alternative Currencies in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment, (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, (iii) the aggregate Outstanding Amount of all Revolving Facility Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit or (iv) the Real Estate Revolver Facility Credit Exposure exceeding the Real Estate Revolver Facility Sublimit; provided, that the aggregate principal amount of Revolving Facility Loans made on the Closing Date shall not exceed $500.0 million. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; (iie) each Lender having an Incremental Term Loan A Lender severally agrees Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loan A Loans to the Borrowers on the Closing DateBorrower, in an aggregate principal amount not to exceed the amount of such Lender’s its Incremental Term Loan A Commitment; and (iiif) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Dateamounts borrowed under Section 2.01(a), in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b), (c) Notwithstanding the foregoing: or (ie) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees (i) to make a Term Loan to the Company on the Effective Date, in dollars, in a principal amount that will not result in (x) such Lender's Term Loan exceeding such Lender's Term Loan Commitment or (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect and (ii) to make Revolving Loans to any Borrower from time to time during the Revolving Availability Period, in dollars, in an aggregate principal amount that will not result in (x) such Lender's Revolving Exposure exceeding its Revolving Commitment, (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect or (z) in the case of any Foreign Borrower, the sum of the aggregate outstanding principal amount of the Revolving Loans of all Foreign Borrowers exceeding $20,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. The parties hereto acknowledge that the Term Loan Commitments terminated on the Effective Date. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Fronting Lender that is party to a Foreign Borrower Supplement agrees, severally agrees and not jointly, to make Revolving Loans to the Borrowers at any time and Foreign Borrower that is a designated Borrower under such Foreign Borrower Supplement from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination DateAvailability Period, in dollars, in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s 's Revolving Loan Exposure exceeding its Revolving Commitment; , (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate outstanding principal amount not to exceed of the amount of such Lender’s Term Loan A Commitment; and Loans and the LC Exposure exceeding the Borrowing Base then in effect, (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of the Revolving Loans made by such Fronting Lender pursuant to such Foreign Borrower Supplement exceeding such Fronting Lender's Foreign Borrower Commitment under such Foreign Borrower Supplement or (iv) the sum of the aggregate outstanding at principal amount of the Revolving Loans of all Foreign Borrowers exceeding $20,000,000; provided that a Fronting Lender shall not be required to, and shall not, make any time Revolving Loan under this paragraph if the Required Lenders shall have delivered to such Fronting Lender, not later than two Business Days prior to the Borrowers date on which any such Revolving Loan shall have been scheduled to be made, a notice stating that a Default has occurred and is continuing and directing such Fronting Lender not to make Revolving Loans. (c) In the event that any Revolving Borrowing made pursuant to paragraph (b) above shall be outstanding and (i) the principal of or interest on such Borrowing shall not exceed be paid within three Business Days after the lower at date on which it is due and one or more Fronting Lenders holding a majority in interest of the outstanding Revolving Loans included in such time Revolving Borrowing shall deliver to the Administrative Agent and the Company a request that the provisions of this paragraph take effect with respect to such Borrowing or (ii) the Revolving Commitments shall be terminated or the Loans accelerated pursuant to Article VII, then (A) each Revolving Lender shall acquire at face value a participation in the amount Loans included in such Revolving Borrowing and the interest accrued thereon equal to its Applicable Percentage of such obligations, and shall pay the purchase price for such participation by which wire transfer of immediately available funds in dollars to the Administrative Agent in the manner provided in Section 2.05 (xand the Administrative Agent shall promptly wire the amounts so received to the applicable Fronting Lenders ratably in accordance with their respective Revolving Loans included in such Revolving Borrowings) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) such Loans shall at all times thereafter, until repaid in accordance with the amount by which (x) terms hereof, bear interest at the then current Borrowing Base exceeds (y) rate applicable to overdue ABR Borrowings under Section 2.13(c), and the aggregate Letter principal of Credit Obligationsand interest on such Loans will be payable at the applicable times and places for overdue ABR Borrowings. The obligations of the Revolving Loan Lenders to acquire and pay for participations in Revolving Loans pursuant to this paragraph shall be absolute and unconditional under any and all circumstances. (d) One or more Foreign Borrowers, the Administrative Agent and one or more Revolving Lenders may from time to time enter into one or more Foreign Borrower Supplements pursuant to which such Revolving Lenders may agree to serve as Fronting Lenders. Any such Foreign Borrower Supplement shall set forth the Foreign Borrower Commitment of each Fronting Lender party thereto, the Foreign Borrowers that may borrow under such Foreign Borrower Supplement, any special provisions for the times and places at which or the Persons to which Borrowing Requests are to be delivered, proceeds of Borrowings are to be disbursed or payments in respect of Borrowings are to be made or for the compensation to be payable to Fronting Lenders and any other special provisions to be applicable to Borrowings under such Foreign Borrower Supplement. Any special provisions referred to in the preceding sentence that shall automatically and permanently be reduced included in any Foreign Borrower Supplement shall be applicable to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject all Borrowings under such Foreign Borrower Supplement, notwithstanding any other provision of this Article II to the termscontrary (and in the absence of any such special provisions, the applicable provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Datein this Article II shall control). (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, (a) each Lender having a Tranche B Commitment agrees to make a Tranche B Term Loan in U.S. Dollars to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (b) each Lender having a Tranche B Euro Commitment agrees to make a Tranche B Euro Term Loan in Euros to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Euro Commitment and relying upon the representations and warranties herein set forth: (c) each Lender having a Revolving Commitment agrees (i) each Revolving Loan Lender severally agrees to make Global Revolving Loans to the Borrowers at any time and Borrower from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in U.S. Dollars or in any Alternative Currency in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in such Lender’s Global Revolving Loan Commitment; Exposure exceeding such Lender’s Global Revolving Commitment and (ii) each Term Loan A Lender severally agrees to make Term Loan A U.S. Revolving Loans to the Borrowers on Borrower from time to time during the Closing Date, Revolving Availability Period in U.S. Dollars in an aggregate principal amount that will not to exceed the amount of result in such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of U.S. Revolving Exposure exceeding such Lender’s Term U.S. Revolving Commitment, provided that (x) no Global Revolving Loan B Commitment. (b) Notwithstanding shall be made in an Alternative Currency if, after the foregoing: (i) The making of such Global Revolving Loan, the U.S. Dollar Equivalent of the aggregate principal amount of outstanding Global Revolving Loans outstanding at any time to the Borrowers shall not denominated in an Alternative Currency would exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds $50,000,000 and (y) the aggregate Letter no more than $50,000,000 of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender Loans shall automatically and permanently be reduced to zero made on the Revolving Loan Commitment Termination Closing Date. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: forth herein, each Lender agrees (i) each Revolving to make a Tranche B Term Loan Lender severally agrees to the Parent Borrower and the Subsidiary Term Borrowers, as the case may be, on the Effective Date in a principal amount not exceeding its Tranche B Commitment and (ii) to make Revolving Loans to the Borrowers at any time Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, from time to time from the Closing Date to the day immediately preceding during the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount that will not result in such Lender's (A) Revolving Exposure exceeding such Lender's Revolving Commitment or (B) Foreign Currency Exposure exceeding such Lender's Foreign Currency Commitment. (b) The Parent Borrower and all or certain of Revolving Loans at any time outstanding not the Lenders may, up to exceed three times during the period from and including the Effective Date to but excluding the Incremental Term Loan Termination Date, agree that such Lenders shall become Incremental Lenders or increase the principal amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the respective Incremental Term Loan Amount of such Lender’s Revolving Loan Commitment; Incremental Lenders, (ii) each the applicable Incremental Term Loan A Effective Date, (iii) the applicable Incremental Maturity Date, (iv) the amortization schedule for the applicable Incremental Term Loans, which shall comply with subsection 2.10(b) and (v) the Applicable Rate for the Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice, and which shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Term Loan Activation Notice severally agrees agrees, on the terms and conditions of this Agreement, to make an Incremental Term Loan A to the Borrowers Parent Borrower on the Closing Date, Incremental Term Loan Effective Date specified in an aggregate such Incremental Term Loan Activation Notice in a principal amount not to exceed the amount of such Lender’s the Incremental Term Loan A Commitment; and (iii) each Amount of such Incremental Lender specified in such Incremental Term Loan B Activation Notice. Subject to the terms and conditions of this Agreement, the Parent Borrower may convert Incremental Term Loans of one Type into Incremental Term Loans of another Type (as provided in Section 2.07) or continue Incremental Term Loans of one Type as Incremental Term Loans of the same Type (as provided in Section 2.07). Nothing in this subsection 2.01(b) shall be construed to obligate any Lender severally agrees to make execute an Incremental Term Loan B to Activation Notice. Notwithstanding the Borrowers on foregoing, the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Incremental Term Loan B CommitmentLoans shall not exceed $200,000,000. (bc) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount . Amounts repaid in respect of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally agrees to make loans (each, a “Revolving Loans Loan” and, collectively, the “Revolving Loans”) to the Borrowers Borrower at any time and from time to time from the Closing Effective Date to the day immediately preceding Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Dateto zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the lesser of (A) the amount of such Lender’s Revolving Loan Credit Commitment, and (B) the amount of such Lender’s Pro Rata Share of the then extant Borrowing Base; (ii) each Term Loan A Lender severally agrees to make a term loan (collectively, the “Term Loan A Loan”) to the Borrowers Borrower on the Closing Effective Date, in an aggregate principal amount not equal to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Delayed Draw Term Loan B Lender severally agrees to make term loans (each a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower at any time and from time to time from the Effective Date to the Delayed Draw Term Loan B Commitment Expiry Date, or until the earlier reduction of its Delayed Draw Term Loan Commitment to zero in accordance with the Borrowers on the Closing Dateterms hereof, in an aggregate principal amount requested by the Borrower not to exceed such Delayed Draw Term Loan Lender’s Pro Rata Share of (A) the Delayed Draw Term Loan Amount, minus (B) the aggregate amount of such Lender’s all Delayed Draw Term Loan B CommitmentLoans previously made hereunder (without regard to any repayment or prepayment thereof). (b) Notwithstanding the foregoing: , “Revolving Loans” (ias defined in the Original Financing Agreement) The aggregate principal amount of outstanding under the Original Financing Agreement on the Effective Date, if any (the “Existing Revolving Loans”) shall be converted into Revolving Loans outstanding at any time hereunder, it being understood that no repayment of the Existing Revolving Loans is being effected hereby, but merely an amendment, restatement, and renewal in accordance with the terms hereof. Any Revolving Loans made pursuant to the Borrowers conversion of any Existing Revolving Loans into Revolving Loans shall not exceed be deemed made by the lower at such time Revolving Loan Lenders proportionately to their Pro Rata Shares of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination DateCommitment. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Section 2.01 Tranche A Loans and Tranche A Letters of Credit. (a) Tranche A Loans. Each Lender severally agrees, on the terms of this Agreement, to make Tranche A Loans to the Borrower during the period from and including (i) the Closing Date or (ii) such later date that such Lender becomes a party to this Agreement as provided in Section 12.06(b), to but excluding, the Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Lender's Tranche A Commitment as then in effect; provided, however, that the aggregate principal amount of all Tranche A Loans by all Lenders hereunder at any one time outstanding together with the Tranche A LC Exposure shall not exceed the Aggregate Tranche A Commitments. Subject to the terms of this Agreement, during the period from the Closing Date to but excluding the Termination Date, the Borrower may borrow, repay and conditions and relying upon reborrow the representations and warranties herein set forth:amount determined pursuant to this Section 2.01(a). (ib) each Revolving Loan Lender severally agrees Tranche A Letters of Credit. During the period from and including the Closing Date to make Revolving Loans but excluding the Termination Date, the Agent, as issuing bank for the Lenders, agrees, on the terms of this Agreement, to extend credit for the Borrowers account of the Borrower at any time and from time to time from by issuing, renewing, extending or reissuing Tranche A Letters of Credit; provided however, the Closing Date to Tranche A LC Exposure at any one time outstanding shall not exceed the day immediately preceding lesser of (i) the Revolving Loan Tranche A LC Commitment Termination Dateor (ii) the Aggregate Tranche A Commitments, as then in an effect, minus the aggregate principal amount of Revolving all Tranche A Loans at any time outstanding not to exceed the amount of then outstanding. The Lenders shall participate in such Lender’s Revolving Loan Commitment; (ii) each Term Loan Tranche A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter Letters of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced according to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Datetheir respective Percentage Shares. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of Revolving Loans at any time outstanding that will not to exceed the amount of result in (i) such Lender’s Revolving Loan Commitment; 's Exposure exceeding such Lender's Commitment or (ii) each Term Loan A the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, the Swingline Lender severally agrees to make Term Loan A Swingline Loans to the Borrowers on Borrower from time to time during the Closing Date, Availability Period in an aggregate principal amount that will not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, result in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The the aggregate principal amount of Revolving all Swingline Loans made by the Swingline Lender then outstanding at any time to under this Agreement exceeding the Borrowers shall not exceed the lower at such time of Swingline Lender's Swingline Commitment, (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (yii) the aggregate Letter principal amount of all Swingline Loans then outstanding under this Agreement exceeding $200,000,000 (the "SWINGLINE FACILITY AMOUNT"), (iii) any Lender's Exposure exceeding such Lender's Commitment or (iv) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (c) Subject to the terms and conditions set forth herein, the LC Bank agrees to issue Letters of Credit Obligations and each Lender agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that will not result in (B) the amount by which (x) the then current Borrowing Base exceeds (yi) the aggregate Letter LC Outstandings under this Agreement exceeding $500,000,000, (ii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of Credit Obligations. The Revolving Loan Commitment the Exposures of each Lender shall automatically and permanently be reduced to zero on all of the Revolving Loan Commitment Termination Date. Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after Loans and Swingline Loans and request the Closing Date and up to but excluding the Revolving Loan Commitment Termination Dateissuance of Letters of Credit. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) forth herein, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and Borrower in Agreed Currencies from time to time from during the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, Availability Period in an aggregate principal amount of that will not result in (i) such Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Credit Exposure exceeding such Revolving Lender’s Revolving Commitment; , or (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Revolving Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) Exposures exceeding the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination DateCommitments. Within the foregoing limits and subject to the terms, provisions terms and limitations conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination DateLoans in Agreed Currencies. (b) Subject to the terms and conditions set forth herein, each Term A Loan Lender agrees to make Term A Loans in U.S. Dollars to the Borrower on the Amendment No. 2 Effective Date in an aggregate principal amount equal to its Term A Loan Commitment; provided, that the making of such Term A Loans will not result in (i) the outstanding principal amount of such Term A Loan Lender’s Term A Loans exceeding the amount of such Term A Loan Lender’s Term A Loan Commitment, (ii) The the aggregate outstanding principal amount of all Term A Loans exceeding the aggregate of the Term A Loan Commitments. Notwithstanding the foregoing, the principal amount of Term A Loans made prior to the effectiveness of Amendment No. 2 that remain outstanding immediately after giving effect to Amendment No. 2 shall be continued under this Agreement, and shall constitute usage of the Term A Loan Commitments and such existing Term A Loans shall be deemed Term A Loans on and after the Amendment No. 2 Effective Date. No amount in respect of the Term A Loans may be reborrowed once it has been repaid. Term A Loans shall be made available in immediately available funds in U.S. Dollars in such account and at such time on the Closing Amendment No. 2 Effective Date shall as designated by the Administrative Agent to the Term A Loan Lenders. (c) Subject to the terms and conditions set forth herein, each Term B Loan Lender agrees to make Term B Loans in U.S. Dollars to the Borrower on the Effective Date in an aggregate principal amount equal to its Term B Loan Commitment; provided, that the making of such Term B Loans will not exceed result in (i) the Total Term Loan A Commitment. Any outstanding principal amount of such Term B Loan A which is repaid or prepaid may not be reborrowed. Lender’s Term B Loans exceeding the amount of such Term B Loan Lender’s Term B Loan Commitment and (iiiii) The the aggregate outstanding principal amount of all Term B Loans exceeding the aggregate of the Term B Loan Commitments. No amount in respect of the Term B Loans may be reborrowed once it has been repaid. Term B Loans shall be made available in immediately available funds in U.S. Dollars in such account and at such time on the Closing Effective Date shall not exceed as designated by the Total Administrative Agent to the Term B Loan B CommitmentLenders. Any principal amount Table of Term Loan B which is repaid or prepaid may not be reborrowed.Contents

Commitments. Subject to the terms and conditions of this Agreement and relying in reliance upon the representations and warranties of Borrowers herein set forth: (i) , each Revolving Loan Lender hereby severally agrees to make Revolving Loans agrees, subject to the Borrowers at any time and limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend to Borrowers from time to time during the period from the Closing Date to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the amount of the Aggregate Commitment. The original amount of each Lender's Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original amount of the Aggregate Commitment is $35,000,000; provided that the Commitment of a Lender shall be adjusted to give effect to any assignments of such Lender's Commitment pursuant to Section 10.1(b); and provided, further that the amount of the Aggregate Commitment shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.4. Each Lender's Commitment shall expire on the Termination Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Aggregate Commitment shall be paid in full no later than that date; provided that each Lender's Commitment shall expire immediately and without further action on June 5, 2001 if the conditions specified in Section 4.2 hereof have not been satisfied on or prior to such date. Amounts borrowed under this Section 2.1(a) may be repaid and reborrowed at any time from the Closing Date to but excluding the day immediately preceding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Aggregate Commitment shall be subject to the limitations that in an aggregate principal amount no event shall the Total Utilization of Revolving Loans Aggregate Commitment at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A Aggregate Commitment then in effect. Borrowers shall prepay the Loans to the Borrowers on extent necessary so that the Closing Date, in an aggregate principal amount Total Utilization of Aggregate Commitments do not to exceed the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Aggregate Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Datein effect. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein: (ia) each Revolving Lender having a Term A-1 Loan Lender Commitment on the Restatement Date severally agrees to make Revolving Term A-1 Loans to Products on the Borrowers at any time and from time to time from the Closing Restatement Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate a principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving its Term A-1 Loan Commitment; (iib) each Lender having a Term A-2 Loan A Lender Commitment on the Restatement Date severally agrees to make Term A-2 Loans to Performance Fibers on the Restatement Date in a principal amount not to exceed its Term A-2 Loan A Commitment; (c) each Lender having an Incremental Commitment agrees, subject to the Borrowers on terms and conditions set forth in the Closing Dateapplicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A its Incremental Commitment; and (iiid) subject in each case to Section 6.17, (x) each Term Loan B USD Revolving Facility Lender severally agrees to make Term Loan B USD Revolving Facility Loans to the Borrowers applicable Revolving Facility Borrower from time to time on any Business Day during the Closing Date, Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Term Loan B USD Revolving Facility Commitment. (b) Notwithstanding the foregoing: , provided, however, that after giving effect to any USD Revolving Facility Borrowing, (i) The aggregate principal amount of the USD Revolving Loans outstanding at any time to the Borrowers Facility Credit Exposure shall not exceed the lower at such time of USD Revolving Facility Commitments and (Aii) the amount by which (x) the Total USD Revolving Loan Commitment exceeds Facility Credit Exposure of any USD Revolving Facility Lender shall not exceed such Lender’s USD Revolving Facility Commitment; and (y) each Multicurrency Revolving Facility Lender severally agrees to make Multicurrency Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate Letter principal amount not to exceed at any time outstanding the amount of such Lender’s Multicurrency Revolving Facility Commitment, which Multicurrency Revolving Facility Loans (other than Base Rate Loans) may at the election of the applicable Revolving Facility Borrowershall be denominated in Dollars or a Foreign Currency, provided, however, that after giving effect to any Multicurrency Revolving Facility Borrowing, (i) the Multicurrency Revolving Facility Credit Obligations Exposure shall not exceed the Multicurrency Revolving Facility Commitments and (Bii) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter Multicurrency Revolving Facility Credit Exposure of Credit Obligations. The any Multicurrency Revolving Loan Commitment of each Facility Lender shall automatically and permanently be reduced to zero on the not exceed such Lender’s Multicurrency Revolving Loan Commitment Termination DateFacility Commitment. Within the foregoing limits of each Lender’s USD Revolving Facility Commitment or Multicurrency Revolving Facility Commitment, as applicable, and subject to the terms, provisions other terms and limitations set forth hereinconditions hereof, the Revolving Facility Borrowers may borrowborrow under this Section 2.01(d), repay prepay under Section 2.11 and reborrow Revolving Loansunder this Section 2.01(d); provided, on or after the Closing Date and up to but excluding further, the Revolving Loan Commitment Termination Date. (ii) The Facility Borrowers may only borrow Revolving Facility Loans on the Restatement Date in an aggregate principal amount not in excess of Term Loan A made $50,000,000 (excluding any Letters of Credit outstanding on such date) (any such borrowing, the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is “Initial Revolver Draw”).. (e) Amounts repaid or prepaid in respect of Term A-1 Loans or Term A-2 Loans may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.