Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers at any time and from time to time during from the Availability Period Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Revolving Loan 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 Non-NAIC Tranche Term Loan A Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency Term Loan A to one or more of the Borrowers from time to time during on the Availability Period Closing Date, in an aggregate principal amount that will not result 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 Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, time of (iiA) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or amount by which (iiix) the Dollar Equivalent Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the total amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Exposure (net Obligations. The Revolving Loan Commitment of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountRevolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms terms, provisions and conditions limitations set forth herein, each Borrower the Borrowers may borrow, prepay repay and reborrow Loans under each TrancheRevolving 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, (a) each NAIC US Tranche Lender agrees to make NAIC US Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount US Dollars in amounts that will not result in (i) such Lender’s NAIC 's US Tranche Credit Revolving Exposure exceeding such Lender’s NAIC its US Tranche Commitment, (ii) the total NAIC aggregate US Tranche Credit Revolving Exposures exceeding the total NAIC aggregate US Tranche Commitments or (iii) the Dollar Equivalent sum of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency aggregate Revolving Exposures plus the aggregate Competitive Loan Exposures exceeding the Foreign Currency Sublimit Dollar Amount and aggregate Commitments. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Multicurrency Tranche Lender agrees to make Non-NAIC Multicurrency Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount US Dollars or one or more Committed Foreign Currencies (other than Australian Dollars) in amounts that will not result in (i) such Lender’s Non-NAIC 's Multicurrency Tranche Credit Revolving Exposure exceeding such Lender’s Non-NAIC its Multicurrency Tranche Commitment, (ii) the total Non-NAIC aggregate Multicurrency Tranche Credit Revolving Exposures exceeding the total Non-NAIC 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 to the 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 result in (A) such Lender's Australian Tranche Revolving Exposure exceeding its Australian Tranche Commitment, (B) the aggregate Australian Tranche Revolving Exposures exceeding the aggregate Australian Tranche Commitments or (iiiC) the Dollar Equivalent sum of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency aggregate Revolving Exposures plus the aggregate Competitive Loan Exposures exceeding the Foreign Currency Sublimit Dollar Amount. aggregate Commitments. (d) Within the foregoing limits limits, and subject to the terms and conditions set forth herein, each any Borrower may borrow, prepay and reborrow Loans under each TrancheRevolving Loans.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Revolving Lender agrees to make NAIC Tranche Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Revolving Lender’s NAIC Tranche Revolving Commitment, or (ii) the total NAIC Tranche aggregate Revolving 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountRevolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans under in Agreed Currencies. (b) Subject to the terms and conditions set forth herein, each TrancheTerm 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 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 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 be reborrowed 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. (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 result in (i) the outstanding principal amount of such Term B Loan Lender’s Term B 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 be reborrowed 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 set forth herein, (a) each NAIC Tranche Lender Lender, severally and not jointly, agrees to make NAIC Tranche Loans Revolving Loans, denominated in Dollars or in dollars, to any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Availability Period applicable to such Lender for the Facility Commitments in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Facility Commitment or (ii) the sum of the total NAIC Tranche Revolving 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 Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Tranche Designated Currency Lender agrees to make Non-NAIC Tranche Revolving Loans in Dollars or denominated in any Agreed Foreign Designated Currency to one or more of the Borrowers any Borrower from time to time during the Availability Period applicable to such Lender for the Designated Currency Subcommitments in an aggregate principal amount that that, after giving effect to any requested Loan, will not 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 Non-NAIC Tranche 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 Non-NAIC Tranche Commitment, Facility Commitment or (iiiv) the sum of the total Non-NAIC Tranche Revolving Credit Exposures exceeding the total Non-NAIC Tranche Commitments or Facility Commitments. (iiic) Subject to the terms and conditions set forth herein, each Yen Lender agrees to make Revolving Loans denominated in Yen to any Borrower from time to time during the Availability Period applicable to such Lender for the Yen Subcommitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the total aggregate principal amount of the Revolving Yen Loans of any Yen Lender exceeding such Lender’s Yen 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 (net iv) the sum of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency the total Revolving Credit Exposures exceeding the Foreign Currency Sublimit Dollar Amount. total Facility Commitments. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Loans under each TrancheRevolving Loans.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers at any time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s NAIC Tranche Revolving 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 Non-NAIC Tranche Initial Term Loan Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency the Initial Term Loan to one or more of the Borrowers from time to time during on the Availability Period Effective Date, in an aggregate principal amount equal to the amount of such Initial Term Loan Lender’s Initial Term Loan Commitment; and (iii) each Delayed Draw Term Loan 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 Commitment; provided that will not result the Delayed Draw Term Loans shall be advanced to the Borrower in a single draw. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, No Revolving Loans will be advanced on the Effective Date. (ii) Immediately after the total Non-NAIC Tranche Effective Date, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the Total Revolving Credit Exposures exceeding Commitment. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the total Non-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 AmountFinal Maturity Date. Within the foregoing limits limits, the Borrowers may borrow, repay and reborrow Revolving Loans, immediately after the Effective Date and prior to the Final Maturity Date, subject to the terms terms, provisions and conditions limitations set forth herein, each Borrower . (iii) The aggregate principal amount of the Initial Term Loan made on the Effective Date shall not exceed the Total Initial Term Loan Commitment. Any principal amount of the Initial Term Loan which is repaid or prepaid may borrow, prepay and reborrow not be reborrowed. (iv) The aggregate principal amount of the Delayed Draw Term Loans under each Tranchemade hereunder shall not exceed the Total Delayed Draw Term Loan Commitment. Any principal amount of the Delayed Draw Term 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. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Loans to each Borrower in Dollars or in any Agreed Foreign Optional Currency to one or more of the Borrowers other than Yen from time to time during the Availability Period in an aggregate principal amount that will not result in so long as, after giving effect thereto, (i) such Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding will not exceed such Lender’s NAIC Tranche 's Commitment, (ii) the sum of the total NAIC Tranche Revolving Credit Exposures exceeding will not exceed the sum total NAIC Tranche of the Commitments or and (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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that such Borrowing will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) cause TWEAN to exceed the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountTWEAN Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and 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 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, prepay and reborrow Yen Loans. (ii) 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 amount of 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 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 each Tranchethis 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 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 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 time such Yen Loan 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 Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is continuing.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Loans to each Borrower in Dollars or in any Agreed Foreign Optional Currency to one or more of the Borrowers other than Yen from time to time during the Availability Period in an aggregate principal amount that will not result in so long as, after giving effect thereto, (i) such Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding will not exceed such Lender’s NAIC Tranche 's Commitment, and (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent sum of the total Revolving Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding Exposures will not exceed the Foreign Currency Sublimit Dollar Amount and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more sum total of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and 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 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, prepay and reborrow Yen Loans. (ii) 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 amount of 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 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 each Tranchethis 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 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 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 time such Yen Loan 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 Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is continuing.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each NAIC Tranche Lender agrees agrees, severally and not jointly, to make NAIC Tranche Revolving Loans in Dollars or in to Borrower, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during after the Availability Period Closing Date until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding the lesser of (i) an amount equal to such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Revolving Commitment, (ii) such Lender’s Pro Rata Percentage of an amount equal to (A) the total NAIC Tranche Credit Exposures exceeding Total Revolving Commitments, minus (B) the total NAIC Tranche Commitments or LC Exposure, minus (C) the Swingline Exposure, and (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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche 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 Borrower shall not exceed the difference between (A) the lesser of (1) the Borrowing Base and (2) Total Revolving Commitment, and (iiB) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net sum of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding 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 Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountMaturity Date. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, each Borrower may borrow, prepay repay and reborrow reborrow, on or after the Closing Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of all Loans under each Trancheand the Total LC Exposure outstanding at any time shall not exceed the Total Revolving Commitments. (iii) Each Revolving Loan made pursuant to Section 2.02(a) shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally and not jointly agrees to make NAIC Tranche Revolving Loans in Dollars or in to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during after the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, ; and (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 Non-NAIC Tranche Term Loan Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency a Term Loan to one or more of the Borrowers from time to time during Borrower on the Availability Period Effective Date, in an aggregate principal amount that will not result in to exceed the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (iiA) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or difference between (iii1) the Dollar Equivalent Total Revolving Credit Commitment and (2) the aggregate Letter of Credit Obligations and (B) the total difference between (1) the then current Borrowing Base and (2) the aggregate Letter of Credit Exposure (net Obligations. The Revolving Credit Commitment of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountFinal Maturity Date. Within the foregoing limits and subject to limits, the terms and conditions set forth herein, each Borrower may borrow, prepay repay and reborrow the Revolving Loans under each Trancheon or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Term Loan made on the 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.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender severally agrees to make NAIC Tranche Loans loans (each such loan, a “Revolving A Loan”) to the Company in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving A Commitment; provided, however, that will not result in after giving effect to any Borrowing of Revolving A Loans, (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitmentthe Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the total NAIC Tranche Revolving A Credit Exposures exceeding the total NAIC Tranche Commitments or Exposure of any Lender shall not exceed such Lender’s Revolving A Commitment and (iii) the Dollar Equivalent aggregate Outstanding Amount of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) all Revolving A Loans denominated in an Agreed Foreign Alternative Currencies shall not exceed the Alternative Currency exceeding Sublimit. Within the Foreign Currency Sublimit Dollar Amount limits of each 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) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving B Loan”) to the Dutch Borrower in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving B Commitment; provided, however, that after giving effect to any Borrowing of Revolving B Loans, (i) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments and (ii) the Revolving B Credit Exposure of any Lender shall not exceed such Lender’s Revolving B Commitment. Within the limits of each Lender’s Revolving B Commitment, and subject to the other terms and conditions hereof, the Dutch Borrower may borrowborrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving B Loans under each Tranchemay be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.

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 hereinin this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, (a) each NAIC Tranche Lender severally agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency Advances to one or more of the Borrowers Borrower from time to time during in amounts not to exceed in the Availability Period aggregate at any one time outstanding the amount of its Facility A Commitment PROVIDED that (A) 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 to the extent that, they remain outstanding or unreimbursed, and the availability under the Facility A Commitment of each Lender shall accordingly be reduced on a PRO RATA basis in an accordance with its Pro Rata Share, (B) in no event may the aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche of all outstanding Facility A Advances and the aggregate amount of all Facility Letter of Credit Exposure exceeding such Lender’s NAIC Tranche Obligations exceed the Aggregate Facility A 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 (bC) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of no event shall the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) of all outstanding Advances at any time exceed the Borrowing Base at such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 Amounttime. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, each the Borrower may borrow, prepay repay and reborrow Loans under each TrancheFacility A at any time prior to the Facility A Termination Date. The Facility A Commitments to lend hereunder shall expire on the Facility A Termination Date.

Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees (a) each NAIC Tranche Lender agrees to make NAIC Tranche a Term A USD Loan in Dollars to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term A USD Commitment, (b) to make a Term A EUR Loan in Euros to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term A EUR Commitment, (c) to 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 in Alternative Currencies to the Parent Borrower, the Dutch Borrower and any Agreed Foreign Currency to one or more of the 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 NAIC Tranche Credit USD/Multicurrency Revolving Exposure exceeding such Lender’s NAIC Tranche USD/Multicurrency Revolving Commitment, (ii) the total NAIC Tranche Credit Exposures aggregate Dollar Equivalent of the USD/Multicurrency Revolving Exposure of all Lenders exceeding the total NAIC Tranche Commitments aggregate USD/Multicurrency Revolving Commitment of all Lenders or (iii) the Dollar Equivalent of the total Credit aggregate Multicurrency Revolving 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountMulticurrency Revolving Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term 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 each Tranchethe Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets with respect to any of the Obligations (including with respect to any Loans made to the Dutch Borrower).

Commitments. (a) Subject to the terms and conditions set forth herein, (a) including Section 5.08, each NAIC Tranche Revolving Lender agrees to make NAIC Tranche Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (ia) such Lender’s NAIC Tranche Xxxxxving Credit Exposure exceeding such Lender’s NAIC Tranche Xxxxxving Commitment, (iib) the Total Revolving Credit Exposure exceeding the total NAIC Tranche Revolving Commitments or (c) the sum of the Total Revolving Credit Exposure plus the total Term Loan 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountBorrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. (a) Subject to the terms and conditions set forth herein, including Section 5.08, each Term Loan Lender agrees to make Term Loans under each Trancheto 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 Lender exceeding its Term Loan Commitment, (ii) the aggregate principal amount of all Term Loans made by the Term Loan 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 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 hereinforth, (a) on the Restatement Effective Date each NAIC Tranche Lender with a Term Loan Commitment severally agrees to make NAIC Tranche Loans term loans (collectively, the “Restatement Term Loan”, and together with the Existing Term Loans, the “Term Loan”) to the Borrowers in Dollars or in any Agreed Foreign Currency an amount equal to one or more 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. (ii) 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 during the Availability Period term of this Agreement, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Lender’s Revolving Credit Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche 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 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an The aggregate principal amount that will of Revolving Loans outstanding at any time to the Borrowers shall not result in exceed the difference between (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (iix) the total Non-NAIC Tranche Total Revolving Credit Exposures exceeding the total Non-NAIC Tranche Commitments or Commitment and (iiiy) the Dollar Equivalent aggregate Letter of Credit Obligations. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on 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 AmountFinal 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 terms, provisions and conditions limitations set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) each NAIC Tranche Lender agrees (i) 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 NAIC Tranche 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 on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement and (ii) to make Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Revolving Availability Period Period, in each case, in an aggregate principal amount that that, in each case after giving effect to any simultaneous reduction of Revolving Exposure due to any application of proceeds from such Revolving Loans, will not result in (i) such Lender’s NAIC Tranche Credit Revolving Exposure exceeding such Lender’s NAIC Tranche Commitment, (ii) Revolving Commitment or the total NAIC Tranche Credit Exposures Aggregate Revolving Exposure exceeding the total NAIC Tranche Commitments Aggregate Revolving Commitment; provided that Revolving Loans may be funded on the Escrow Funding Date or borrowed on the Closing Date, as the case may be, only to the extent that, after giving effect to the funding or borrowing of such Loans and the use of proceeds thereof, Unrestricted Cash shall not exceed (iiior, in the case of Revolving Loans funded on the Escrow Funding Date, be projected to exceed) 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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$25,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans; provided that amounts repaid in respect of Revolving Loans under each Trancheas a result of an Escrow Release Repayment may not be reborrowed. 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.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender agrees to make NAIC Tranche Term A Loans in Dollars or to the Borrower on the Closing Date in any Agreed Foreign Currency an aggregate principal amount not to one or more exceed its Term A Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower 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 Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term A Loans borrowed under each TrancheSection 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Multicurrency Lender agrees to make NAIC Tranche (i) Multicurrency Revolving Committed Loans denominated in US Dollars or Designated Foreign Currencies to the US Borrowers, and (ii) Multicurrency Revolving Committed Loans denominated in any Agreed US Dollars or Designated Foreign Currency Currencies (other than Yen) to one or more of the Borrowers Swiss Borrowers, in each case from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (iA) such Lender’s NAIC Tranche Credit Multicurrency Revolving Exposure exceeding such Lender’s NAIC Tranche its Multicurrency Commitment, (iiB) the total NAIC Tranche Credit 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 total NAIC Tranche Commitments or (iii) the Dollar Equivalent aggregate amount 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 Multicurrency Commitments. (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Borrower Yen Enabled Lender agrees to make (i) Yen Enabled Revolving Loans to the Japanese Borrowers denominated in Yen and (ii) Yen Enabled Revolving Loans to the US Borrowers denominated in US Dollars in an aggregate principal amount at any time outstanding that will not result in (A) such Lender’s Yen Enabled Exposure exceeding its Yen Enabled Commitment or (B) the aggregate amount of the Lenders’ Yen Enabled Exposures exceeding the aggregate amount of the Yen Enabled Commitments. (c) Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrowborrow under this Section 2.01, prepay under Section 2.11, and reborrow Loans under each Tranchethis Section 2.01.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Revolving Loan Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, ; and (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 Non-NAIC Tranche Term Loan Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency the Term Loan to one or more of the Borrowers from time to time during Borrower on the Availability Period Effective Date, in an aggregate principal amount that will not result in to exceed the amount of such Term Loan Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) . The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountFinal Maturity Date. Within the foregoing limits and subject to limits, the terms and conditions set forth herein, each Borrower may borrow, prepay repay and reborrow Loans under each Tranchere-borrow, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Term Loan made on the 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 re-borrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender agrees to make NAIC Tranche Term B Loans in Dollars or to the Borrower on the Closing Date in any Agreed Foreign Currency an aggregate principal amount not to one or more exceed its Term B Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower 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 Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term B Loans borrowed under each TrancheSection 2.01(a) or Section 2.01(c) that are 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 hereinin this Agreement, (a) each NAIC Tranche Borrower and each of the Lenders agree that on the Effective Date the Existing Revolving Facility Loans shall be re-evidenced as Revolving Facility Loans under this Agreement and 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 each Revolving Facility Lender severally and not jointly agrees to make NAIC Tranche Revolving Facility Loans to the Borrowers in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time on any Business Day during the Availability Period in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Lender’s Revolving Facility Commitment; provided, however, that, after giving effect to any Revolving Facility Borrowing, (i) such Lender’s NAIC Tranche the Revolving Facility Credit Exposure exceeding such Lender’s NAIC Tranche Commitmentshall not exceed the lesser of the Maximum Credit and the Borrowing Base, (ii) the total NAIC Tranche Revolving Facility Credit Exposures exceeding the total NAIC Tranche Commitments or Exposure of any Revolving Facility Lender shall not exceed such Lender’s Revolving Facility Commitment and (iii) the Dollar Equivalent aggregate outstanding principal balance of Revolving Facility Loans made to Bowling Green shall not exceed the total Credit Exposure greater of (net of any amounts Cash Collateralized with respect theretoa) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount $75,000,000 and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more the portion of the Borrowers from time Borrowing Base pertaining to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure assets (net of any amounts Cash Collateralized with respect theretoReserves) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amountof Bowling Green. Within the foregoing limits of each Lender’s Revolving Facility Commitment, and subject to the other terms and conditions set forth hereinhereof, each Borrower may borrowborrow under this Section 2.01, prepay under Section 2.11 and reborrow under this Section 2.01. Revolving Facility Loans under each Tranchemay be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender Lender, severally and not jointly, agrees to make NAIC Tranche Loans Revolving Loans, denominated in Dollars or in dollars, to any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Availability Period for the Facility Commitments in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Facility Commitment or (ii) the sum of the total NAIC Tranche Revolving Credit Exposures plus the total Competitive Loan 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 Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Tranche Designated Currency Lender agrees to make Non-NAIC Tranche Loans in Dollars or denominated in any Agreed Foreign Designated Currency to one or more of the Borrowers any Borrower from time to time during the Availability Period for the Designated Currency Commitments in an aggregate principal amount that that, after giving effect to any requested Loan, will not 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 Non-NAIC Tranche Designated Currency Commitment, (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 Non-NAIC Tranche 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 Yen Lender agrees to make Loans denominated in Yen to any Borrower from time to time during the Availability Period for the Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans of any Yen Lender exceeding such Lender’s Yen Commitment, (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 Non-NAIC Tranche Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Non-NAIC Tranche Commitments or Facility Commitments. (iiid) 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. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Loans under each TrancheRevolving Loans.

Commitments. (a) (i) Subject to the terms and conditions set forth herein, (ai) each NAIC Tranche 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 NAIC Tranche Revolving Loans to the Borrower denominated in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that which will not result in (i) such Lender’s NAIC Tranche Credit Revolving Exposure exceeding such Lender’s NAIC Tranche 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, (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments prepay and reborrow Revolving Loans. Amounts repaid or (iii) the Dollar Equivalent prepaid in respect 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 Initial Term Loans, 2020 Incremental Term Loans, 2021 Incremental Term Loans and 2021-2 Incremental Term Loans may not be reborrowed. (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinin any Incremental Facility Amendment providing for, as applicable, the making or Refinancing of Term Loans or Revolving Loans, each Borrower may borrowTerm Lender or Revolving Lender party thereto severally agrees to, prepay as applicable, make or Refinance Term Loans or Revolving Loans, as applicable, on the date specified therein in an aggregate amount not to exceed the amount of such Term Lender’s or Revolving Lender’s Commitment as set forth therein. (c) As of the Amendment No. 5 Effective Date, in accordance with, and reborrow upon the terms and conditions set forth in, the 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 as set forth on Schedule I-B to the 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 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 Original Revolving Loans of each TrancheClass A Revolving Lender will be continued as “Class A Revolving Loans” hereunder and (y) the Original Revolving Loans of each Class B Revolving Lender will become “Class B Revolving Loans” hereunder, in each case, on the terms set forth herein for such Class of Revolving Commitments.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender agrees to make NAIC Tranche Term B Loans in Dollars to the Company on the Closing Date in an aggregate principal amount 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 Agreed Foreign Alternate Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, and (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 Borrower specified in the applicable Incremental Assumption Agreement, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. (d) Amounts of Term B Loans borrowed under each TrancheSection 2.01(a) or Section 2.01(c) that are 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 hereinforth, (a) each NAIC Tranche Lender agrees agrees, severally and not jointly, to make NAIC Tranche Standby Loans in Dollars or in to the Borrowers, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during on and after the Availability Period date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in an aggregate principal amount that will the applicable Local Currency Addendum, each Local Currency Lender agrees, severally and not result jointly, to make Local Currency Loans to the Borrowers at any time and from time to time on and after the 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 contrary contained in this Agreement, in 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) such Lender’s NAIC Tranche the sum of the aggregate Standby Credit Exposure exceeding such Lender’s NAIC Tranche CommitmentExposures, the aggregate Competitive Loan Exposures and the aggregate L/C Exposures would exceed the Total Commitment then in effect, (ii) the total NAIC Tranche sum of the Standby Credit Exposures exceeding Exposure and the total NAIC Tranche Commitments L/C Exposure of any Lender would exceed such Lender's Commitment 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net outstanding Local Currency Loans of any amounts Cash Collateralized with respect thereto) Local Currency Lender denominated in an Agreed Foreign a specified Local Currency exceeding would exceed the Foreign applicable Local Currency Sublimit Dollar Facility Maximum Borrowing Amount or any Local Currency Lender Maximum Borrowing Amount. 21 16 Within the foregoing limits limits, the Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local Currency Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms terms, conditions and conditions limitations set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche.

Commitments. Subject to the terms and conditions set forth herein, : (a) on the Fifth Amendment Agreement Effective Date, certain Lenders made Term B-1 Loans in Dollars to the Borrower in an aggregate principal amount equal to $3,553,694,684.53. (b) each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Facility Loans of a Class in Dollars or (or, subject to Section 1.05, in any Agreed Foreign Currency an Alternate Currency) to one or more of the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower 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 Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts borrowed under each TrancheSection 2.01(a) or (c) that are repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) each NAIC Tranche Lender agrees to continue as Term Loans hereunder, including as Xxxxxxx Term Loans and WOW Term Loans hereunder, the aggregate principal amount of "Term Loans", including "Xxxxxxx Term Loans" and "WOW Term Loans", under and as defined in the Original Credit Agreement that are outstanding on the Restatement Effective Date (such Lender's "Outstanding Loans"), (b) to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency additional Term Loans, including Southwest Term Loans, to one or more of the Borrowers 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 Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Credit 's Revolving Exposure exceeding such Lender’s NAIC Tranche 's Revolving Commitment; provided, (ii) no Revolving Loans shall be made until all Term Commitments have been borrowed; provided further, that, on the total NAIC Tranche Credit Exposures exceeding Restatement Effective Date, 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an Borrower must borrow a minimum aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net $53,000,000 of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar AmountTerm Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans under each Tranchemay not be reborrowed.

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 each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and 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 herein, (a) each NAIC Dollar Tranche Lender (severally and not jointly) agrees to make NAIC Dollar Tranche Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Dollar Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Dollar Tranche Commitment, Commitment or (ii) the sum of the total NAIC Dollar Tranche Revolving Credit Exposures exceeding the total NAIC aggregate Dollar 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 Non-NAIC Multicurrency Tranche Lender (severally and not jointly) agrees to make Non-NAIC Multicurrency Tranche Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Non-NAIC Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Non-NAIC Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Non-NAIC Multicurrency Tranche Revolving Credit Exposures exceeding the total Non-NAIC aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the Dollar Equivalent Amount of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in each case denominated in an Agreed Foreign Currency Currencies, exceeding the Foreign Currency Sublimit Dollar AmountSublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans under each Trancheand Multicurrency Tranche Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) each NAIC Tranche Lender agrees to make NAIC 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 (e) to make Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Cayman Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Credit 's Revolving Exposure exceeding such Lender’s NAIC Tranche 's Revolving Commitment, provided that (i) the aggregate principal amount of the Revolving Loans made on the Effective Date shall not exceed the lesser of $66,000,000 and the portion of the Adjustment Amount (as defined in the Purchase Agreement) attributable to clause (i) of the definition of the term Adjustment Amount set forth in the Purchase Agreement and (ii) all Revolving Loans made on the total NAIC Tranche Credit Exposures exceeding Effective Date shall be prepaid in full prior to 2:00 p.m., New York City time, on 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountEffective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Cayman Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans under each Tranchemay not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender with a Term B Loan Commitment agrees to make NAIC Tranche Term B Loans in Dollars or to the Initial Borrower on the Closing Date in any Agreed Foreign Currency an aggregate principal amount not to one or more exceed its Term B Loan Commitment; (b) each Lender with a Revolving Facility Commitment of a Class agrees to make Revolving Facility Loans of such Class to the Borrowers from time to time during the Availability 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 NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class and (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility Commitments or (iii) the Dollar Equivalent under such Class 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountRevolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower 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 its Incremental Term Loan Commitment; and (d) amounts borrowed under each TrancheSections 2.01(a) and (except as otherwise provided in the applicable Incremental Assumption Agreement) 2.01(c) and 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 herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally and not jointly agrees to make NAIC Tranche Revolving Loans in Dollars or in to the Borrowers, on a revolving basis, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during from the Availability Period Effective Date to the Revolving Loan Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, ; and (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 each Term Loan Lender severally and (b) each Non-NAIC Tranche Lender not jointly agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency the Term Loan to one or more of the Borrowers from time to time during on the Availability Period Effective Date, in an aggregate principal amount that will not result in to exceed the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower of (iiA) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or difference between (iiix) the Dollar Equivalent Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations and (B) the total difference between (x) the then current Borrowing Base and (y) the aggregate Letter of Credit Exposure (net Obligations. The Revolving Credit Commitment of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountRevolving Loan 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 terms, provisions and conditions limitations set forth herein, each Borrower . (ii) The aggregate principal amount of the Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may borrow, prepay and reborrow Loans under each Tranchenot be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender made a Tranche 1 Term Loan to the 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. (ab) Subject to the terms and conditions set forth herein, each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding the lesser of (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Revolving Commitment and (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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, Applicable Percentage of an amount equal to (iiA) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or Borrowing Base Amount in effect at such time minus (iiiB) the Dollar Equivalent sum of (1) the total Credit Exposure outstanding Tranche 1 Term Loans at such time and (net of any amounts Cash Collateralized with respect thereto2) denominated in an Agreed Foreign Currency exceeding prior to the Foreign Currency Sublimit Dollar AmountBorrowing Base Date, zero and from and after the Borrowing Base Date, the outstanding Tranche 2 Term Loans at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. (c) Subject to the terms and conditions set forth herein, each Lender agrees to make its pro rata share of the Tranche 2 Term Loans under each Trancheto be made to the Borrower on the Second Restatement Effective Date (determined based upon such Tranche 2 Lender’s Tranche 2 Term Commitment). The aggregate principal amount of Tranche 2 Term Loans to be made on the Second Restatement Effective Date by any Lender shall not exceed such Lender’s Tranche 2 Term Commitment. Amounts repaid or prepayed in respect of Tranche 2 Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrowers herein set forth, each Lender hereby severally agrees, subject to the limitations set forth hereinbelow with respect to the maximum amount of Loans permitted to be outstanding from time to time, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency lend to one or more of the Borrowers from time to time during the Availability Period in period from the Closing Date to but excluding the Termination Date an aggregate principal 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 will not result in (i) the Commitment of a Lender shall be adjusted to give effect to any assignments of such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment's Commitment pursuant to Section 10.1(b); and provided, (ii) further that the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent amount 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Aggregate Commitment shall be reduced from time to time during by the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net 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 Cash Collateralized owed hereunder with respect theretoto 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) denominated may be repaid and reborrowed at any time from the Closing Date to but excluding the Termination Date. Anything contained in an Agreed Foreign Currency exceeding this Agreement to the Foreign Currency Sublimit Dollar Amount. Within contrary notwithstanding, the foregoing limits Loans and the Aggregate Commitment shall be subject to the terms and conditions set forth herein, each Borrower may borrow, limitations that in no event shall the Total Utilization of Aggregate Commitment at any time exceed the Aggregate Commitment then in effect. Borrowers shall prepay and reborrow the Loans under each Trancheto the extent necessary so that the Total Utilization of Aggregate Commitments do not at any time exceed the Aggregate Commitment then in effect.

Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees (a) each NAIC Tranche Lender agrees to make NAIC Tranche a Term A Loan in Dollars to the Initial Borrower on the Closing Date in an aggregate principal amount not exceeding its pro rata share of the Term A Loans to be drawn on the Closing Date, (b) [reserved], (c) to make a Term A Loan in Dollars to the Initial Borrower on the Recapitalization Date in an aggregate principal amount not exceeding its undrawn Term A Commitment as of such date, (d) to make Term B Loans in Dollars to the Initial Borrower on the Escrow Date in an aggregate principal amount not exceeding its Term B Commitment (the proceeds of which shall be deposited into the Escrow Account and be subject to the terms of the Escrow Agreement), (e) [reserved] and (f) to make USD/Multicurrency Revolving Loans in Dollars or in Alternative Currencies to the Initial Borrower and any Agreed Foreign Currency to one or more of the Borrowers 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 NAIC Tranche Credit USD/Multicurrency Revolving Exposure exceeding such Lender’s NAIC Tranche USD/Multicurrency Revolving Commitment, (ii) the total NAIC Tranche Credit Exposures aggregate Dollar Equivalent of the USD/Multicurrency Revolving Exposure of all Lenders exceeding the total NAIC Tranche Commitments aggregate USD/Multicurrency Revolving Commitment of all Lenders or (iii) the Dollar Equivalent of the total Credit aggregate Multicurrency Revolving 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountMulticurrency Revolving Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay repay (after the first anniversary of the Merger Date) and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not (subject to Section 2.08(a), in the case of the Term A Loans) be reborrowed; provided that, notwithstanding anything herein to the contrary, the aggregate amount of Term A Loans and Revolving Loans made on the Closing Date shall in no event exceed in aggregate principal amount the sum of $2,900,000,000 plus the aggregate amount of fees and expenses required to be paid on the Closing Date pursuant to Section 4.02(e). Notwithstanding the foregoing, the drawings under each Tranchethe Revolving Facility and issuance of Letters of Credit, as applicable, on the Closing Date will be limited to those necessary (i) to fund any original issue discount or upfront fees imposed in connection with the “market flex”, (ii) for other purposes related to the Transactions, (iii) to pay fees and expenses related to the Transactions and (iv) to fund working capital needs.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, (a) forth: i. each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during the Availability Period term of this Agreement, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such LenderXxxxxx’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, (; and 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 Non-NAIC Tranche Term Loan Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency the Term Loan to one or more of the Borrowers from time to time during Borrower on the Availability Period Effective Date, in an aggregate principal amount that not to exceed the amount of such Xxxxxx’s Term Loan Commitment. No portion of any Loan will not result in be funded (iinitially or through participation, assignment, transfer or securitization) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments with plan assets of any plan covered by ERISA or (iii) the Dollar Equivalent Section 4975 of the total 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 outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Exposure (net Commitment. The Revolving Credit Commitment of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountFinal Maturity Date. Within the foregoing limits and subject to limits, the terms and conditions set forth herein, each Borrower may borrow, prepay repay and reborrow reborrow, the Revolving Loans under each Trancheon 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 Effective Date. ii. The aggregate principal amount of the Term Loan made on the 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.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in to the U.S. Borrowers at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during the Availability Period term of this Agreement, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, ; (ii) the total NAIC each 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 Non-NAIC Tranche A Term Loan Lender severally agrees to make Non-NAIC the Tranche Loans in Dollars or in any Agreed Foreign Currency A Term Loan to one or more of the U.S. Borrowers from time to time during on the Availability Period Effective Date, in an aggregate principal amount that will not result to exceed the amount of such Lender's Tranche A Term Loan Commitment; and (iii) each Tranche B Term Loan Lender severally agrees to make the Tranche B Term Loan to the Dutch Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Tranche B Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, The aggregate principal amount of Revolving Loans outstanding at any time to the U.S. Borrowers shall not exceed the lower of (iiA) the total Non-NAIC Tranche Total Revolving Credit Exposures exceeding the total Non-NAIC Tranche Commitments or Commitment and (iiiB) the Dollar Equivalent Maximum Revolver Amount. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on 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 AmountFinal 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 terms, provisions and conditions limitations set forth herein, each Borrower . No Revolving Loans shall be advanced on the Effective Date. (ii) The aggregate principal amount of the Tranche A Term Loan made on the Effective Date shall not exceed the Tranche A Total Term Loan Commitment. Any principal amount of the Tranche A Term Loan which is repaid or prepaid may borrow, prepay and reborrow Loans under each Tranchenot be reborrowed. (iii) The aggregate principal amount of the Tranche B Term Loan made on the Effective Date shall not exceed the Tranche B Total Term Loan Commitment. Any principal amount of the Tranche B Term Loan which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender (aseverally and not jointly) each NAIC Tranche Lender agrees to make NAIC Tranche Loans an Initial Term Loan to the Borrower on the Closing Date in Dollars an amount equal to such Initial Term Lender’s Initial Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent on the Closing Date. Amounts repaid or prepaid in any Agreed Foreign Currency to one or more respect of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will Initial Term Loans may not result in (i) such be reborrowed. Each Initial Term Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, (ii) Initial Term Loan Commitment shall automatically and without notice be reduced to zero immediately after the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent funding of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding Initial Term Loans on the Foreign Currency Sublimit Dollar Amount and Closing Date. (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Tranche B Lender (severally and not jointly) agrees to make a Tranche B Loan to the Borrower on the Closing Date in an amount equal to such Tranche B Lender’s Tranche B Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent on the Closing Date. Amounts repaid or prepaid in respect of the Tranche B Loans may borrownot be reborrowed. Each Tranche B Lender’s Tranche B Commitment shall automatically and without notice be reduced to zero immediately after the funding of the Tranche B Loans on the Closing Date. (c) Subject to the terms and conditions set forth herein (including Section 6.02), prepay each Delayed Draw Term Lender (severally and reborrow not jointly), upon its approval (in its sole discretion), agrees to make Delayed Draw Term Loans under to the Borrower from time to time on any Business Day during the Delayed Draw Term Loan Availability Period; provided that (i) the aggregate principal amount of any Delayed Draw Term Loan made by any Delayed Draw Term Lender on the occasion of any Borrowing of Delayed Draw Term Loans shall not exceed the then available Delayed Draw Term Loan Commitment of such Lender (immediately prior to giving effect to the making of such Delayed Draw Term Loans) and (ii) the aggregate principal amount of all Delayed Draw Term Loans made by the Delayed Draw Term Lenders during the Delayed Draw Term Loan Availability Period shall not exceed the Maximum DDTL Amount. Delayed Draw Term Loan Commitment Amounts repaid or prepaid in respect of the Delayed Draw Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein, each Tranche.Tranche C Lender (severally and not jointly) agrees to make a Tranche C Loan to the Borrower on the Amendment No. 3 Effective Date in an amount equal to such Tranche C Lender’s Tranche C Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent on the Amendment No. 3

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, forth, (ai) each NAIC Tranche Lender having a Senior Interim Cash Pay Loan Commitment severally, but not jointly, agrees to make NAIC Tranche a loan or loans (each a “Senior Interim Cash Pay Loan”) in a single draw on the Closing Date to the Borrower in Dollars, which Senior Interim Cash Pay Loans shall not exceed (A) for any such Lender the Senior Interim Cash Pay Loan Commitment of such Lender and (B) in Dollars the aggregate shall not exceed $5,000,000,000; and (ii) each Lender having a Senior Interim Toggle Loan Commitment severally, but not jointly, agrees to make a loan or loans (each a “Senior Interim Toggle Loan”) in a single draw on the Closing Date to the Borrower in Dollars, which Senior Interim Toggle Loans shall not exceed (A) for any Agreed Foreign Currency to one or more such Lender the Senior Interim Toggle Loan Commitment of such Lender and (B) in the Borrowers from time to time during the Availability Period in an aggregate principal amount that will shall not result in exceed $1,750,000,000. Such Senior Interim Loans (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitmentshall 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 total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Dollar Equivalent Senior Interim Loan Commitment of such Lender and (iv) shall not exceed in the total Credit Exposure (net of any amounts Cash Collateralized aggregate the Total Senior Interim Loan Commitment. On the applicable interest payment dates with respect theretoto 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) denominated $50,000,000 and (y) the percentage equal to the aggregate principal amount of outstanding Senior Toggle Loans divided by the aggregate principal amount of outstanding Senior Toggle Loans and Senior Toggle Notes on such date, as determined in an Agreed Foreign Currency exceeding good faith by the Foreign Currency Sublimit Dollar Amount and Borrower rounded to 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 Senior Toggle Loans outstanding. On the Maturity Date, the Borrower shall repay all then unpaid Loans in full in Dollars. (b) each Non-NAIC Tranche Each Lender agrees may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount such Loan, provided that will not result in (i) any exercise of such Lender’s Non-NAIC Tranche Credit Exposure exceeding option shall not affect the obligation of the Borrower to repay such Lender’s Non-NAIC Tranche Commitment, Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or Borrower resulting therefrom (iii) the Dollar Equivalent which obligation of the total Credit Exposure (net Lender shall not require it to take, 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 in the event of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding such request for costs for which compensation is provided under this Agreement, the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Trancheprovisions of Section 2.10 shall apply).

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 set forth herein, (a) each NAIC Tranche Revolving Lender agrees to make NAIC Tranche Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Revolving Commitments or (ii) the total NAIC Tranche Revolving Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent sum 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountRevolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. (d) 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 A-2 Loans under each Tranchemay not be reborrowed.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Term Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during Borrower on the Availability Period Closing Date in an aggregate principal amount not to exceed its Term Loan 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 Borrower, at any time and from time to time on or after the date hereof, and until the earlier of the Revolving Credit Maturity Date (or in the case of Acquisition Loans, the Acquisition Loan 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 (ix) such Lender’s 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche 's Revolving Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche such Lender's Revolving Credit Exposures exceeding the total Non-NAIC Tranche Commitments Commitment or (iiiy) the Dollar Equivalent aggregate principal amount of the total Credit Exposure (net of all Acquisition Loans at any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency time outstanding exceeding the Foreign Currency Sublimit Dollar Amount$100,000,000. Within the foregoing limits set forth in clause (e) of the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, each the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans under each Trancheor AXELs Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, certain Lenders agreed to make 2024 Refinancing Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount equal to $1,371,562,500, (b) on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date, pursuant to the terms of the Fifteenth Incremental Assumption and Amendment Agreement, the Incremental Term B-1 Lenders were deemed to make Incremental Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount equal to $143,200,320.55, (c) each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Facility Loans of a Class in Dollars or (or, subject to Section 1.05, in any Agreed Foreign Currency an Alternate Currency) to one or more of the Borrowers 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 LenderLxxxxx’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such LenderLxxxxx’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. 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, (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 and each applicable Co-Borrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (e) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower and/or any Co-Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (f) amounts borrowed under each TrancheSection 2.01(a), (b) or (d) that are repaid or prepaid may not be reborrowed. From and after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date, the 2024 Refinancing Term B-1 Loans and the Incremental Term B-1 Loans shall be treated as a single “Class” and have the same terms and conditions for all purposes of this Agreement and the other Loan Documents, including all scheduled, optional and mandatory prepayments.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender agrees agrees, severally and not jointly (i) to make NAIC Tranche Initial Term B Loans to the Dutch Borrower on the Closing Date, to be denominated in Dollars or Dollars, in any Agreed Foreign Currency a principal amount not to one or more exceed its Initial Term B Loan Commitment and (ii) to make Initial Euro Term Loans to the Dutch Borrower on the Closing Date, to be denominated in Euro, in a principal amount not to exceed its Initial Euro Term Loan Commitment. The full amount of the Borrowers Initial Term Loan Commitments must be drawn in a single drawing on the Closing Date, and amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. (b) 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 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 NAIC Tranche Revolving Facility Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure exceeding the total NAIC Tranche Commitments Revolving Facility Commitment; provided that, (x) the aggregate principal amount of Revolving Facility Loans made on the Closing Date shall not exceed $40,000,000 and (y) after giving effect to the making of any Revolving Facility Loans denominated in Euros or (iii) any other Alternate Currency, the aggregate Revolving Facility Credit Exposure denominated in Euros or an Alternate Currency shall not exceed the Dollar Equivalent of the total Credit Exposure $15,000,000. The Borrowers may borrow, prepay and reborrow Revolving Facility Loans. (net of any amounts Cash Collateralized with respect theretoc) denominated in Each Lender having an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars Incremental Term Loan Commitment or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche CommitmentIncremental Revolving Facility Commitment agrees, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to the terms and conditions set forth hereinin the applicable Incremental Assumption Agreement, each to make Incremental Term Loans and/or Incremental Revolving Facility Loans to the Dutch Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and/or Incremental Revolving Facility Commitment, as the case may borrow, prepay and reborrow Loans under each Tranchebe.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each NAIC Tranche Lender agrees agrees, severally and not jointly, to make NAIC Tranche Standby Loans in Dollars or in to the Borrowers, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during on and after the Availability Period Effective Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in an aggregate principal amount that will the applicable Local Currency Addendum, each Local Currency Lender agrees, severally and not result jointly, to make Local Currency Loans to the Borrowers at any time and from time to time on and after the 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 contrary contained in this Agreement, in 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) such Lender’s NAIC Tranche the sum of the aggregate Standby Credit Exposure exceeding such Lender’s NAIC Tranche CommitmentExposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect, (ii) the total NAIC Tranche Standby Credit Exposures exceeding the total NAIC Tranche Commitments Exposure of any Lender would exceed such Lender's Commitment 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) outstanding Local Currency Loans denominated in an Agreed Foreign a specified Local Currency exceeding would exceed the Foreign applicable Local Currency Sublimit Dollar Facility Maximum Borrowing Amount. Within the foregoing limits limits, the Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local Currency Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms terms, conditions and conditions limitations set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Commitment or (ii) the sum of the total NAIC Tranche Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Loans under each TrancheRevolving Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time an increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, (ii) no such increase shall cause the aggregate Commitments hereunder to exceed $1,000,000,000, and (iii) no Lender’s Commitment shall be increased without such Lender’s consent. (c) The Borrower may make a one-time request for a one-year extension of the Maturity Date by delivering a written request for same to the Administrative Agent no earlier than 30 days prior to the first anniversary of the Effective Date and no later than 30 days prior to the second anniversary of the Effective Date. Any such extension shall be effective if (i) consented to by Lenders having Revolving Credit Exposures and unused Commitments representing more than 80% of the sum of the total Revolving Credit Exposures and unused Commitments at such time within thirty (30) days after such request, (ii) on the Maturity Date as it existed immediately before such extension (A) the Commitments of the dissenting Lenders are terminated (which termination shall be effective automatically), (B) all amounts owing to such dissenting Lenders are paid in full (which payments shall not be subject to Section 2.11), and (C) the total Commitments are permanently reduced by an amount equal to such dissenting Lenders’ Commitments so terminated, except to the extent that the Commitments of the dissenting Lenders are replaced pursuant to Section 2.19(b) and/or one or more Lenders agree(s) to increase their respective Commitment(s), (iii) all conditions precedent for a Borrowing set forth in Section 4.02 have been satisfied, and (iv) the Borrower does not withdraw its request for such extension before the second anniversary date of the Effective Date.

Commitments. Subject to (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of revolving loans (the Borrowers "Revolving Loans") to the Borrower from time to time on any Business Day during the Availability Period period from the Effective Date up to, but excluding, the Maturity Date in an aggregate principal amount that will outstanding for such Bank not result in (i) to exceed at any time an amount equal to such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Bank's Revolving Commitment, (ii) . Each Revolving Loan shall be made as either a Base Rate Loan or a Eurodollar Rate Loan and as part of a single Revolving Borrowing made on the total NAIC Tranche Credit Exposures exceeding same day by 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 Non-NAIC Tranche Lender agrees Banks ratably according to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period their respective Commitment Percentages. Each Base Rate Revolving Borrowing shall be in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitmentless than $2,000,000, (ii) or, if less, the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent entire unfunded portion of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated Total Revolving Commitment. Each Eurodollar Rate Revolving Borrowing shall be in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amountaggregate amount not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Within the foregoing limits set forth above and subject to the terms and conditions set forth hereinof this Agreement, each the Borrower may borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.09 and reborrow under this Section 2.01(a)(i). Notwithstanding any other term or provision hereof no Revolving Loan shall be made if after giving effect thereto (A) the aggregate amount of Loans under each Trancheoutstanding would exceed the Borrowing Base or (B) the aggregate amount of outstanding Revolving Loans would exceed the Total Revolving Commitment. (b) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make term loans to the Borrower (the "Tranche A Loans") on the Effective Date in an aggregate amount equal to such Bank's Tranche A Commitment. If the Tranche A Loan made by a Bank on the Effective Date is less than such Bank's Tranche A Commitment, such Tranche A Commitment shall automatically be reduced to the amount of such Tranche A Loan, as contemplated by the definition of Tranche A Commitment. Each Tranche A Loan shall be made as a Base Rate Loan or a Eurodollar Rate Loan and as part of a single Tranche A Borrowing made on the Effective Date by the Banks ratably HOU04:37909.7 according to their respective Commitment Percentages. Each Eurodollar Rate Tranche A Borrowing shall be in an aggregate amount not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Any Tranche A Borrowing in an aggregate amount less than $2,000,000 shall be a Base Rate Borrowing. Tranche A Loans, once repaid, may not be reborrowed. (c) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make a term loan to the Borrower (the "Tranche B Loans") on the Effective Date in an aggregate amount equal to such Bank's Tranche B Commitment. If the Tranche B Loan made by a Bank on the Effective Date is less than such Bank's Tranche B Commitment, such Tranche B Commitment shall automatically be reduced to the amount of such Tranche B Loan, as contemplated by the definition of Tranche B Commitment. Each Tranche B Loan shall be made and maintained as a Base Rate Loan and as part of a single Tranche B Borrowing made on the Effective Date by the Banks ratably according to their respective Commitment Percentages. Tranche B Loans, once repaid, may not be reborrowed. (d) Loans of more than one Type may be outstanding at the same time, but the Borrower shall not be entitled to request any Borrowing or to Convert Loans comprising any Borrowing into Loans of another Type, if after giving effect to such Borrowing or Conversion, as the case may be, any Bank would have outstanding (i) at any one time more than four (4) different Types of Revolving Loans or more than four (4) different Types of Tranche A Loans or (ii) a Tranche B Loan other than as a Base Rate Loan. Loans having different Interest Periods, regardless of whether they commence on the same date or have the same type of interest rate, shall be considered different Types of Loans; provided, however, that all Base Rate Loans are the same type of Loan so long as they remain Base Rate Loans.

Commitments. Subject to the terms and conditions set forth herein, : (a) on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, certain Lenders agreed to make 2024 Refinancing Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount equal to $1,371,562,500, (b) each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Facility Loans of a Class in Dollars or (or, subject to Section 1.05, in any Agreed Foreign Currency an Alternate Currency) to one or more of the Borrowers 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 LenderLxxxxx’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such LenderLxxxxx’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. 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 Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower and each applicable Co-Borrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower and/or any Co-Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts borrowed under each TrancheSection 2.01(a) or (c) that are repaid or prepaid may not be reborrowed.

Commitments. Subject Section 2.1.1 of the Credit Agreement shall be amended to read as follows: “Loan Commitment. From and including the Effective Date and prior to the Facility Termination Date applicable to it, each Lender severally agrees, on the terms and conditions set forth hereinin this Agreement, to (i) make Loans to the Borrower and (ii) participate in Facility LCs issued upon the request of the Borrower, provided that, after giving effect to the making of each such Loan and the issuance of each such Facility LC (in each case determined after giving effect to any reductions or increases in Commitments scheduled to occur on the date on which each such Loan is to be made or such Facility LC is to be issued), (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (iA) such Lender’s NAIC Tranche Outstanding Credit Exposure exceeding such Lender’s NAIC Tranche shall not exceed its Commitment; (B) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the Financial LC Obligations shall not exceed the Aggregate Revolving Credit and Financial LC Commitment at any time, (iiC) the total NAIC Tranche Revolving Credit Exposures exceeding Loans outstanding shall not exceed the total NAIC Tranche Commitments or Aggregate Revolving Credit Commitment; (iiiD) the Dollar Equivalent Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment at any time during any Unrestricted Period; and (E) the Aggregate Outstanding Credit Exposure shall not exceed the lesser of (1) the Aggregate Commitment and (2) the Borrowing Base at any time during any Restricted Period (subject to Section 2.2(c)). Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Business Day prior to the Extended Termination Date. All Commitments 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more Extending Lenders shall expire on the Initial Termination Date and all Commitments of the Borrowers from time to time during Extending Lenders shall expire on the Availability Period in an aggregate principal amount that Extended Termination Date. An Issuer will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to issue Facility LCs hereunder on the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranchein Section 2.19.”

Commitments. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender severally agrees to make Loans in a single drawing on the Effective Date to each Borrower in amounts requested by such Borrower; provided that (i) the aggregate principal amount of Loans made by each Lender pursuant to this clause (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will shall not result in (i) exceed such Lender’s NAIC Purchase Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Commitment and (ii) the total NAIC aggregate principal amount of Loans made by each Lender to Target Opco Borrower pursuant to this clause (a) shall not exceed each Lender’s Purchase 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 Target Opco Sublimit. (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinin this Agreement, each Lender severally agrees to make Loans in a single drawing on the Backstop Tranche Funding Date to each Borrower in amounts requested by such Borrower; provided that the aggregate principal amount of Loans made by each Lender pursuant to this clause (b) shall not exceed such Lender’s Backstop Tranche Commitment. Amounts borrowed under this Section 2.1.1.1 and prepaid or repaid under Section 2.2 may borrow, prepay not be reborrowed. The Purchase Tranche Commitments shall terminate at the earlier of (x) the borrowing of the Purchase Tranche Loans and reborrow (y) the Purchase Tranche Commitment Termination Date. The Backstop Tranche Commitments shall terminate at the earlier of (x) the borrowing of the Backstop Tranche Loans under each Trancheand (y) the Backstop Tranche Commitment Termination Date.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) each NAIC Tranche Lender agrees to make NAIC an Asset Sale Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Asset Sale Term Loan Commitment, (b) to make Tranche A Term Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Tranche A Availability Period in an aggregate principal amount not exceeding its Tranche A Commitment; provided that not less than the lesser of (i) $1,250,000,000 of the aggregate Tranche A Commitments or (ii) the outstanding Tranche A Commitments shall be drawn on the Effective Date, (c) to make a Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (d) to make a Tranche C Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche C Commitment, (e) to make a Tranche D Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche D Commitment and (f) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Credit 's Revolving Exposure exceeding such Lender’s NAIC Tranche 's Revolving 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans under each Tranchemay 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 set forth hereinin this Agreement, to (ai) each NAIC Tranche Lender agrees make Revolving Loans to make NAIC Tranche Loans the Borrowers in Dollars or Agreed Currencies and (ii) participate in any Agreed Foreign Currency to one or more Facility LCs issued upon the request of the Borrowers in Agreed Currencies, from time to time in amounts not to exceed in the aggregate at any one time outstanding the 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 (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 that will not result in (i) the aggregate principal amount of Term Loans made by such Term Lender exceeding such Term Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Term Loan Commitment or (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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) of all Term Loans made by the total Non-NAIC Tranche Credit Exposures Term Lenders exceeding the total Non-NAIC Tranche aggregate of all Term Loan Commitments. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. The Revolving Commitments to lend hereunder shall expire automatically on the Facility Termination Date. Amounts repaid or (iii) the Dollar Equivalent prepaid in respect 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 AmountTerm Loans may not be reborrowed. Within the foregoing limits and subject to The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranchein Section 2.21.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Lender agrees with an Effective Date Term Loan Commitment agrees, severally and not jointly, to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency cause to one or more of be made, on the Effective Date, a Term Loan 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 NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, (ii) to exceed its Effective Date Term Loan Commitment and the total NAIC Tranche Credit Exposures exceeding Term Loans of all Lenders made on 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period Effective Date shall be in an aggregate principal amount that will not result to exceed the Total Effective Date Term Loan Commitment. (ii) each Lender with a Delayed Draw Term Loan Commitment agrees, severally and not jointly, to make or cause to be made, from time to time after the Effective Date and prior to the Delayed Draw Term Loan Commitment Termination Date and subject to Section 5.02, one or more Term Loans to the Borrowers in an aggregate principal amount not to exceed the lesser of (A) its Delayed Draw Pro Rata Share of such Term Loan and (B) its Delayed Draw Term Loan Commitment. (b) Notwithstanding the foregoing, but subject to Section 2.13, (i) the aggregate principal amount of the Term Loans made at any time shall not exceed the undrawn Total Term Loan Commitment at such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitmenttime, and (ii) the total Non-NAIC Tranche Credit Exposures exceeding aggregate principal amount of all Term Loans made pursuant to this Agreement shall not exceed the total Non-NAIC Tranche Commitments or (iii) initial Total Term Loan Commitment on the Dollar Equivalent Effective Date. The Total Effective Date Term Loan Commitment shall be permanently terminated immediately and without further action upon the full and complete funding of the total Credit Exposure (net Term Loan on the Effective Date. The Total Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan after the Effective Date in an amount equal to such funded Term Loan. Each Lender's Effective Date Term Loan Commitment shall be permanently terminated immediately and without further action upon the full and complete funding of its Pro Rata Share of the Term Loan on the Effective Date. Each Lender's Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan after the Effective Date in an amount equal to such Lender's Delayed Draw Pro Rata Share of such funded Term Loan. The undrawn Total Delayed Draw Term Loan Commitment and each Lender's Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding Lender's Term Loan on such date. Any principal amount of the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower Term Loans which is repaid or prepaid may borrow, prepay and reborrow Loans under each Tranchenot be reborrowed.

Commitments. Subject to the terms and conditions set forth hereinhereof, (a) each NAIC Tranche A Lender severally agrees to make NAIC a term loan (each, a "Tranche Loans A Loan") to the Borrower on the Closing Date in Dollars or in any Agreed Foreign Currency an amount not to one or more exceed the amount of the Borrowers Tranche A Commitment of such Lender, (b) each Tranche B Lender severally agrees to make a term loan (each, a "Tranche B Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Commitment of such Lender and (c) each Tranche C Lender severally agrees to make a term loan (each, a "Tranche C Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche C Commitment of such Lender. Immediately upon the borrowing of the Loans, the Borrower (or the Administrative Agent on behalf of the Borrower) shall deposit $112,000,000 of such amount into the Cash Collateral Account where such funds shall be held in the form of cash and controlled by the Administrative Agent pursuant to the terms of the Cash Collateral Agreement (and the Lenders hereby appoint the Administrative Agent to exercise such control and to hold the security interest granted to the Administrative Agent pursuant to the Cash Collateral Agreement for the benefit of the Administrative Agent and the Lenders). Subject to the conditions precedent contained in Section 4.2, up to once each calendar month the Borrower shall be permitted to draw funds from the Cash Collateral Account in an amount not to exceed the aggregate amount of expenses incurred pursuant to the Principal EAF Construction Contracts and other contracts relating to the construction and implementation of the Electric Arc Furnace which have not been previously paid or reimbursed from the Cash Collateral Account and for which invoices have been submitted to the Administrative Agent. Proceeds from draws made on the Cash Collateral Account shall be delivered (i) in the manner provided in the construction invoices submitted to the Administrative Agent or (ii) upon receipt by the Administrative Agent of satisfactory evidence that Borrower has previously paid any portion of the submitted invoices directly to the appropriate contractor, to the Borrower as reimbursement for such prior payments. It is agreed that no withdrawals may be made with respect to funds held in the Cash Collateral Account other than withdrawals made for the purposes of the construction and implementation of the Electric Arc Furnace. It is further agreed that funds remaining in the Cash Collateral Account shall be paid over immediately to the Administrative Agent to repay (and the Administrative Agent shall apply such amount to the repayment of) the Loans then outstanding on a pro rata basis on the earliest to occur of (i) the date which is 30 days after the Performance Acceptance Date, (ii) such date as the Loans shall become due and payable in accordance with Section 2.18 or Section 7.1 and (iii) such date as the Borrower shall declare its intention to abandon its plan to undertake or complete construction of the Electric Arc Furnace. The Loans may from time to time during be Eurodollar Loans or ABR Loans, as determined by the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 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 Borrower and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject notified to the terms Administrative Agent in accordance with Sections 2.2 and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche2.7.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Term Lender agrees to make NAIC Tranche a Term Loan to the Borrower on the Second Restatement Effective Date in a principal amount not to exceed its Term Loan Commitment. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed. Term Loans may be Alternate Base Rate Loans or Term Benchmark Loans, as further provided herein. To the extent not utilized, the Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Second Restatement Effective Date and each Term Lender shall have no further obligation to make Term Loans. Notwithstanding anything to the contrary contained herein, the Term Loans made on the Second Restatement Effective Date will initially be Term Benchmark Loans with a one-month Interest Period that ends on June 30, 2023. (b) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such LenderXxxxxx’s NAIC Tranche Revolving Credit Exposure exceeding such LenderXxxxxx’s NAIC Tranche Commitment, Revolving Commitment or (ii) the total NAIC Tranche Revolving Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent sum 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountRevolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. Revolving Loans under each Trancheoutstanding may from time to time after the Second Restatement Effective Date be Term Benchmark Loans or Alternate Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Lender holding Revolving Commitments agrees, severally and not jointly: (a) each NAIC Tranche Lender agrees to make NAIC Tranche 1 Revolving Loans in Dollars or in to Borrower, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during until the Availability Period earlier of the Tranche 1 Revolving Maturity Date and the termination of the Tranche 1 Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s NAIC Tranche Credit 1 Revolving Exposure exceeding such Lender’s NAIC Tranche 1 Revolving 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche 2 Revolving Loans in Dollars or in to Borrower, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during on or after the Availability Period Fifth ARCA Effective Date until the earlier of the Tranche 2 Revolving Maturity Date and the termination of the Tranche 2 Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Non-NAIC Tranche Credit 2 Revolving Exposure exceeding such Lender’s Non-NAIC Tranche 2 Revolving Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments . Amounts paid or (iii) the Dollar Equivalent prepaid in respect 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 AmountIncremental Term Loans may not be reborrowed. Within the foregoing limits set forth in clause (b) above and subject to the terms terms, conditions and conditions limitations set forth herein, each Borrower may borrow, pay or prepay and reborrow Loans under each TrancheRevolving Loans.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender having a Term A-1 Loan Commitment on the Restatement Date severally agrees to make NAIC Tranche Term A-1 Loans to Products on the Restatement Date in Dollars or a principal amount not to exceed its Term A-1 Loan Commitment; (b) each Lender having a Term A-2 Loan Commitment on the Restatement Date severally agrees to make Term A-2 Loans to Performance Fibers on the Restatement Date in any Agreed Foreign Currency a principal amount not to one or more of exceed its Term A-2 Loan Commitment; (c) each Lender having an Incremental Commitment agrees, subject to the Borrowers terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower in an aggregate principal amount not to exceed its Incremental Commitment; and (d) subject in each case to Section 6.17, (x) each USD Revolving Facility Lender severally agrees to make USD Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s USD Revolving Facility Commitment, provided, however, that will not result in after giving effect to any USD Revolving Facility Borrowing, (i) such Lender’s NAIC Tranche the USD Revolving Facility Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, shall not exceed the USD Revolving Facility Commitments and (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total USD Revolving Facility Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount USD Revolving Facility Lender shall not exceed such Lender’s USD Revolving Facility Commitment; and (by) each Non-NAIC Tranche Multicurrency Revolving Facility Lender severally agrees to make Non-NAIC Tranche Multicurrency Revolving Facility Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Multicurrency Revolving Facility Commitment, which Multicurrency Revolving Facility Loans shall be denominated in Dollars, provided, however, that will not result in after giving effect to any Multicurrency Revolving Facility Borrowing, (i) such Lender’s Non-NAIC Tranche the Multicurrency Revolving Facility Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, shall not exceed the Multicurrency Revolving Facility Commitments and (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Multicurrency Revolving Facility Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar AmountMulticurrency Revolving Facility Lender shall not exceed such Lender’s Multicurrency Revolving Facility Commitment. Within the foregoing limits of each Lender’s USD Revolving Facility Commitment or Multicurrency Revolving Facility Commitment, as applicable, and subject to the other terms and conditions set forth hereinhereof, each Borrower the Revolving Facility Borrowers may borrowborrow under this Section 2.01(d), prepay under Section 2.11 and reborrow under this Section 2.01(d). (e) Amounts repaid or prepaid in respect of Term A-1 Loans under each Trancheor Term A-2 Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each NAIC Tranche Lender agrees agrees, severally and not jointly, to make NAIC Tranche Revolving Loans to each Revolving Loan Borrower in Dollars or in dollars, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during on or after the Availability Period date hereof, and until the earlier of the Maturity 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 for all Revolving Loan Borrowers that will not result in (i) such Lender’s NAIC Tranche 's Credit Exposure exceeding such Lender’s NAIC Tranche 's Revolving Credit Commitment. (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, (ii) and subject to 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 limitations set forth below with respect thereto) denominated in an Agreed Foreign Currency exceeding to the Foreign Currency Sublimit Dollar Amount and (b) each Non-NAIC Tranche maximum amount of Thai Facility Loans permitted to be outstanding from time to time, the Thai Facilities Lender agrees to make Non-NAIC Tranche Thai Facility Loans to the Thai Borrower in Dollars or in dollars at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during on or after the Availability Period date hereof and until the earlier of the Maturity Date and the termination of the Thai Facility Commitment in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such any Lender’s Non-NAIC Tranche 's Credit Exposure exceeding such Lender’s Non-NAIC Tranche 's Revolving Credit Commitment. Thai Facility Loans may be made notwithstanding the fact that such Thai Facility Loans, when aggregated with the Thai Facilities Lender's outstanding Revolving Loans, L/C Exposure, Thai Offered Rate Facility Exposure, HK Offered Rate Facility Exposure and Thai Facility Exposure, may exceed the Thai Facilities Lender's Applicable Percentage of the aggregate Credit Exposures. (ii) Upon the total Non-NAIC Tranche Credit Exposures exceeding occurrence of (x) any Event of Default resulting from a default in the total Non-NAIC Tranche Commitments payment of any principal of or interest on any Thai Facility Loan, (y) any Event of Default resulting from a default under subparagraph (h) or (i) of Article VII hereof or (z) any action taken pursuant to clause (ii) of such Article VII (any such occurrence, a "Thai Facility Participations Event"), then the Thai Facilities Lender may at any time, on one Business Day's notice, require each Lender, including the Thai Facilities Lender, and each Lender hereby agrees, subject to the provisions of this Section 2.01(b), to purchase a participation in the Thai Facility Loans in an amount equal to such Lender's Applicable Percentage of the principal of and interest accrued but unpaid on the outstanding Thai Facility Loans. In the event any Lender fails to make available to the Thai Facilities Lender the amount of such Lender's participation, the Thai Facilities Lender shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Thai Facilities Lender for correction of errors among banks in Bangkok, Thailand for one Business Day and thereafter a rate equal to the Adjusted LIBO Rate plus 2.25%. (iii) Each Lender acknowledges and agrees that its obligation to acquire participations in respect of Thai Facility Loans in accordance with this Section 2.01(b) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Dollar Equivalent Thai Facilities Lender, the Thai Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or a Default or the termination of the total Revolving Credit Exposure Commitments or the Thai Facility Commitments; (net C) any adverse change in the condition (financial or otherwise) of IMS or any amounts Cash Collateralized of the Subsidiaries; (D) any breach of this Agreement by IMS, any Borrower or any Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (iv) A copy of each notice given by the Thai Facilities Lender pursuant to this Section 2.01(b) shall be promptly delivered by the Thai Facilities Lender to the Administrative Agent and the Thai Borrower. (v) Notwithstanding anything herein to the contrary, the Thai Facilities Lender shall not make any Thai Facility Loan at any time the Thai Facilities Lender is aware that the conditions to the making of such Thai Facility Loan set forth in Section 4.01 have not been satisfied unless such conditions shall have been waived in accordance with respect theretothis Agreement. (i) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject Subject to the terms and conditions and relying upon the representations and warranties herein set forth, and subject to the limitations set forth hereinbelow with respect to the maximum amount of Thai Offered Rate Loans permitted to be outstanding from time to time, the Thai Facilities Lender agrees to make Thai Offered Rate Loans to the Thai Borrower in dollars at any time and from time to time on or after the date hereof and until the earlier of the Maturity Date and the termination of the Thai Offered Rate Facility Commitment in accordance with the terms hereof, in an aggregate principal amount at any time outstanding (A) not in excess of $2,000,000 and (B) that will not result in any Lender's Credit Exposure exceeding such Lender's Revolving Credit Commitment. Thai Offered Rate Loans may be made notwithstanding the fact that such Thai Offered Rate Loans, when aggregated with the Thai Facilities Lender's outstanding Revolving Loans, Thai Facility Loans, L/C Exposure, HK Offered Rate Facility Exposure and Thai Offered Rate Facility Exposure, may exceed the Thai Facilities Lender's Applicable Percentage of the aggregate Credit Exposures. (ii) Upon the occurrence of (x) any Event of Default resulting from a default in the payment of any principal of or interest on any Thai Offered Rate Loan, (y) any Event of Default resulting from a default under subparagraph (h) or (i) of Article VII hereof or (z) any action taken pursuant to clause (ii) of such Article VII (any such occurrence, a "Thai Offered Rate Facility Participations Event"), then the Thai Facilities Lender may at any time, on one Business Day's notice, require each Lender, including the Thai Facilities Lender, and each Lender hereby agrees, subject to the provisions of this Section 2.01(c), to purchase a participation in the Thai Offered Rate Loans in an amount equal to such Lender's Applicable Percentage of the principal of and interest accrued but unpaid on the outstanding Thai Offered Rate Loans. In the event any Lender fails to make available to the Thai Facilities Lender the amount of such Lender's participation, the Thai Facilities Lender shall be entitled to recover such amount on demand from such Lender together with interest (A) at the customary rate set by the Thai Facilities Lender for correction of errors among banks in Bangkok, Thailand for one Business Day, (B) at a rate equal to the Thai Offered Rate plus 2.25% for two Business Days thereafter and (C) thereafter at a rate equal to the Adjusted LIBO Rate plus 2.25%, provided that on the third Business Day following the delivery of such notice each Thai Offered Rate Borrowing shall be converted into a Eurodollar Borrowing with an applicable Interest Period of one month. (iii) Each Lender acknowledges and agrees that its obligation to acquire participations in respect of Thai Offered Rate Loans in accordance with this Section 2.01(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Thai Facilities Lender, the Thai Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or a Default or the termination of the Revolving Credit Commitments or the Thai Offered Rate Facility Commitments; (C) any adverse change in the condition (financial or otherwise) of IMS or any of the Subsidiaries; (D) any breach of this Agreement by IMS, any Borrower or any Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (iv) A copy of each notice given by the Thai Facilities Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Thai Facilities Lender to the Administrative Agent and the Thai Borrower. (v) Notwithstanding anything herein to the contrary, the Thai Facilities Lender shall not make any Thai Offered Rate Loan at any time the Thai Facilities Lender is aware that the conditions to the making of such Thai Offered Rate Loan set forth in Section 4.01 have not been satisfied unless such conditions shall have been waived in accordance with this Agreement. (vi) The Thai Borrower shall give the Thai Facilities Lender telephonic, written or telecopy notice (in the case of telephonic notice, such notice to be promptly confirmed in writing or by telecopy) not later than 10:00 a.m., Bangkok time, on the day of a proposed Thai Offered Rate Borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable, shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and the amount of such Thai Offered Rate Loan and the account of the Thai Borrower maintained by the Thai Facilities Lender to which such Borrowing is to be credited and the day (which shall be on or prior to the Maturity Date) on which the Thai Borrower will repay such Thai Offered Rate Loan (with respect to such Thai Offered Rate Loan, the "Thai Offered Rate Loan Payment Date"). The Thai Facilities Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any notice received from the Thai Borrower pursuant to this paragraph. (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, and subject to the limitations set forth below with respect to the maximum amount of HK Offered Rate Loans permitted to be outstanding from time to time, the HK Facility Lender agrees to make HK Offered Rate Loans to the HK Borrower in dollars at any time and from time to time on or after the date hereof and until the earlier of the Maturity Date and the termination of the HK Offered Rate Facility Commitment in accordance with the terms hereof, in an aggregate principal amount at any time outstanding (A) not in excess of $2,000,000 and (B) that will not result in any Lender's Credit Exposure exceeding such Lender's Revolving Credit Commitment. HK Offered Rate Loans may borrowbe made notwithstanding the fact that such HK Offered Rate Loans, prepay when aggregated with the HK Facility Lender's outstanding Revolving Loans, L/C Exposure, Thai Offered Rate Facility Exposure and reborrow HK Offered Rate Facility Exposure, may exceed the HK Facility Lender's Applicable Percentage of the aggregate Credit Exposures. (ii) Upon the occurrence of (x) any Event of Default resulting from a default in the payment of any principal of or interest on any HK Offered Rate Loan, (y) any Event of Default resulting from a default under subparagraph (h) or (i) of Article VII hereof or (z) any action taken pursuant to clause (ii) of such Article VII (any such occurrence, a "HK Offered Rate Facility Participations Event"), then the HK Facility Lender may at any time, on one Business Day's notice, require each Lender, including the HK Facility Lender, and each Lender hereby agrees, subject to the provisions of this Section 2.01(d), to purchase a participation in the HK Offered Rate Loans under in an amount equal to such Lender's Applicable Percentage of the principal of and interest accrued but unpaid on the outstanding HK Offered Rate Loans. In the event any Lender fails to make available to the HK Facility Lender the amount of such Lender's participation, the HK Facility Lender shall be entitled to recover such amount on demand from such Lender together with interest (A) at the customary rate set by the HK Facility Lender for correction of errors among banks in Hong Kong for one Business Day, (B) at a rate equal to the HK Offered Rate plus 2.25% for two Business Days thereafter and (C) thereafter at a rate equal to the Adjusted LIBO Rate plus 2.25%, provided that on the third Business Day following the delivery of such notice each TrancheHK Offered Rate Borrowing shall be converted into a Eurodollar Borrowing with an applicable Interest Period of one month. (iii) Each Lender acknowledges and agrees that its obligation to acquire participations in respect of HK Offered Rate Loans in accordance with this Section 2.01(d) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the HK Facility Lender, the HK Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or a Default or the termination of the Revolving Credit Commitments or the HK Offered Rate Facility Commitments; (C) any adverse change in the condition (financial or otherwise) of IMS or any of the Subsidiaries; (D) any breach of this Agreement by IMS, any Subsidiary or any Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (iv) A copy of each notice given by the HK Facility Lender pursuant to this Section 2.01(d) shall be promptly delivered by the HK Facility Lender to the Administrative Agent and the HK Borrower. (v) Notwithstanding anything herein to the contrary, the HK Facility Lender shall not make any HK Offered Rate Loan at any time the HK Facility Lender is aware that the conditions to the making of such HK Offered Rate Loan set forth in Section 4.01 have not been satisfied unless such conditions shall have been waived in accordance with this Agreement. (vi) The HK Borrower shall give the HK Facility Lender telephonic, written or telecopy notice (in the case of telephonic notice, such notice to be promptly confirmed in writing or by telecopy) not later than 10:00 a.m., Hong Kong time, on the day of a proposed HK Offered Rate Borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable, shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and the amount of such HK Offered Rate Loan and the account of the HK Borrower maintained by the HK Facility Lender to which such Borrowing is to be credited and the day (which shall be on or prior to the Maturity Date) on which the HK Borrower will repay such HK Offered Rate Loan (with respect to such HK Offered Rate Loan, the "HK Offered Rate Loan Payment Date"). The HK Facility Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any notice received from the HK Borrower pursuant to this paragraph.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Revolving Lender severally agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency revolving credit loans (each such loan, a “Revolving Credit Loan”) to one or more of the Borrowers Borrower from time to time time, on any Business Day during the Availability Period Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that will not result in after giving effect to any Revolving Credit Borrowing, (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Revolving Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the Foreign Currency Sublimit Dollar Amount limits of each Revolving Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may borrownot be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, prepay and reborrow Loans under each Trancheas further provided herein.

Commitments. (a) The Borrower and the Term Lenders acknowledge the making of the Existing Term Loans under the Original Credit Agreement and agree that, to the extent outstanding on the Restatement Effective Date, the Existing Term Loans shall continue to be outstanding as Extended Term Loans or Non-Extended Term Loans, as applicable under this Agreement and the other Loan Documents. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each NAIC Tranche Revolving Credit Lender agrees agrees, severally and not jointly, to make NAIC Tranche Revolving Loans in Dollars or in to the Borrower, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during after the Availability Period Closing Date, and until the earlier of the Revolving Credit Maturity 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 (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, (ii) conditions and limitations set forth herein, the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments Borrower may borrow, pay or (iii) the Dollar Equivalent prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect 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 Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Non-NAIC Tranche Lender agrees having an Incremental Term Loan Commitment agrees, severally and not jointly, to make Non-NAIC Tranche Incremental Term Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period Borrower, in an aggregate principal amount that will not result to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent respect 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. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower Incremental Term Loans may borrow, prepay and reborrow Loans under each Tranchenot be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) on the Effective Date, (i) the 2016 Refinancing Term B Lenders made 2016 Refinancing Term B Loans to the Borrower in an aggregate principal amount of $915,750,000 and (ii) the 2016 Incremental Term B Lenders made 2016 Incremental Term B Loans to the Borrower in an aggregate principal amount of $83,000,000 , in each NAIC Tranche case subject to to the terms and conditions in the Incremental Assumption and Amendment Agreement. (b) each Lender agrees to make NAIC Tranche Revolving Facility Loans of a Class in Dollars or (or, subject to Section 1.05, in any Agreed Foreign Currency an Alternate Currency) to one or more of the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower 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 Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts of Term B Loans borrowed under each TrancheSection 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, by its acceptance hereof, severally and not jointly agrees to make a loan or loans (individually a “Revolving Loan” and collectively for all the Revolving Lenders the “Revolving Loans”) in U.S. Dollars to Borrower from time to time on a revolving basis up to the amount of such Lender’s Revolving Credit Commitment in effect at such time, subject to any reductions thereof pursuant to the terms hereof, before the Revolving Credit Termination Date. The sum of the aggregate principal amount of Revolving Loans and Swing Loans at any time outstanding shall not exceed the amount of Six Hundred Million and 00/100 Dollars ($600,000,000.00). Each Borrowing of Revolving Loans shall be made ratably by the Revolving Lenders in proportion to their respective Percentages in effect at such time. As provided in Section 2.4(a), and subject to the terms hereof, Borrower may elect that each Borrowing of Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Revolving Credit Termination Date, subject to the terms and conditions hereof. (b) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Term Loan Lender agrees to make NAIC Tranche Loans a Term Loan to Borrower, in Dollars or one full draw, on the Closing Date, in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate a principal amount that will not result in (i) to exceed such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Term Loan Commitment. The Term Loans shall be due in full on the Term Loan Maturity Date. As provided in Section 2.4(a), (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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to the terms and conditions set forth hereinhereof, each Borrower may borrow, prepay and reborrow elect that the Borrowing of Term Loans under each Tranchebe either Base Rate Loans or Eurodollar Loans. Amounts prepaid or repaid in respect of the Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans Revolving Loans, denominated in Dollars or in dollars, to any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, 's Commitment or (ii) the total NAIC Tranche aggregate amount of the Lenders' Revolving Credit Exposures and Competitive Loan Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent aggregate amount 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 Lenders' Commitments. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Tranche Multicurrency Lender agrees to make Non-NAIC Tranche Loans in Dollars or Multicurrency Loans, denominated in any Agreed Foreign Currency Committed Currency, to one or more of the Borrowers any Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans of any Multicurrency Lender exceeding such Lender’s Non-NAIC Tranche 's Multicurrency Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total aggregate principal amount of all outstanding Multicurrency Loans exceeding $30,000,000, (iii) any Lender's Revolving Credit Exposure 40 33 exceeding such Lender's Commitment or (net iv) the aggregate amount of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency the Lenders' Revolving Credit Exposures and Competitive Loan Exposures exceeding the Foreign Currency Sublimit Dollar Amount. aggregate amount of the Lenders' Commitments. (c) Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Revolving Loans. (d) In the event that any Multicurrency Borrowing shall be outstanding and (i) the principal of or interest on such Multicurrency Borrowing shall not be paid within three Business Days after the date on which it is due and the Multicurrency Lenders holding a majority in interest of the outstanding Multicurrency Loans of which such Multicurrency Borrowing is comprised shall deliver to the Administrative Agent a request that the provisions of this paragraph take effect with respect to such Borrowing or (ii) the Commitments shall be terminated or the Loans accelerated pursuant to Article VII, then (w) each Lender shall acquire at face value a participation in the Obligations of the applicable Borrower in respect of the principal of and interest on such Multicurrency Borrowing equal to its Applicable Percentage of such Obligations, (x) such Obligations shall without further action be converted into Obligations denominated in dollars at the applicable Exchange Rate on the date of such conversion, as determined by the Administrative Agent in accordance with the terms hereof, (y) such converted obligations will bear interest at the rate applicable to overdue ABR Borrowings under Section 2.12(d) and (z) each TrancheLender shall pay the purchase price for its Applicable Percentage of the dollar amount thereof by wire transfer of immediately available funds in dollars to the Administrative Agent in the manner provided in Section 2.06 (and the Administrative Agent shall promptly wire the amounts so received to the Multicurrency Lenders ratably in accordance with their respective Multicurrency Loans comprising such Multicurrency Borrowing). Upon any event specified in clause (ii) above, the Multicurrency Commitments shall be permanently terminated. The obligations of the Lenders to acquire and pay for participations in Multicurrency Borrowings pursuant to this 41 34 paragraph shall be absolute and unconditional under any and all circumstances.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each NAIC Tranche Lender agrees agrees, severally and not jointly, to make NAIC Tranche Revolving Loans in Dollars or in to Borrower, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during after the Availability Period Closing Date until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding the lesser of (i) an amount equal to such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Revolving Commitment, (ii) such Lender’s Pro Rata Percentage of an amount equal to (A) the total NAIC Tranche Credit Exposures exceeding Total Revolving Commitments, minus (B) the total NAIC Tranche Commitments or LC Exposure, minus (C) the Swingline Exposure, and (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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, Pro Rata Percentage of an amount equal to (iiA) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or Borrowing Base minus (iiiB) the Dollar Equivalent 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 Borrower shall not exceed the total Credit Exposure difference between (net A) the lesser of (1) the Borrowing Base and (2) the Total Revolving Commitments, and (B) the sum of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding 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 Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountMaturity Date. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, each Borrower may borrow, prepay repay and reborrow reborrow, on or after the Closing Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of all Loans under each Trancheand the Total LC Exposure outstanding at any time shall not exceed the Total Revolving Commitments. (iii) Each Revolving Loan made pursuant to Section 2.02(a) shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Lender with a Tranche Lender A Commitment agrees to make NAIC a Tranche Loans A Loan in Dollars or to the Borrower on the Dollar Borrowing Date in any Agreed Foreign Currency a principal amount equal to one or more its pro rata portion (in accordance with its respective Tranche A Commitment) of the Borrowers from time to time during Dollar amount set forth in the Availability Period in an Borrowing Request as the aggregate amount of the Borrowing of Tranche A Loans; provided that the principal amount that will of such Tranche A Loan does not result in (i) such Lender’s NAIC exceed the amount of its Tranche Credit Exposure exceeding such Lender’s NAIC Tranche A 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Lender with a Tranche B Commitment agrees to make a Tranche B Loan in Dollars to the 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; provided that the principal amount of such Tranche B Loan does not exceed the amount of its Tranche B Commitment. (c) 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 such Peso Loan does not exceed the amount of its Peso Loan Commitment multiplied by the Initial Peso Exchange Rate. (d) Amounts repaid in respect of Loans may borrownot be reborrowed. All Dollar Loans shall be funded in Dollars, prepay and reborrow all Peso Loans under each Tranche.shall be funded in Pesos, as more fully set forth in Section

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender with a Term B Loan Commitment agrees to make NAIC Tranche Term B Loans in Dollars or to the Borrower on the Closing Date in any Agreed Foreign Currency an aggregate principal amount not to one or more exceed its Term B Loan Commitment; (b) after the incurrence of an Incremental Revolving Facility Commitment, each Lender with a Revolving Facility Commitment of a Class agrees to make Revolving Facility Loans of such Class in Dollars to the Borrowers Borrower from time to time during the Availability Period for such Class of Revolving Facility in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class and (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility Commitments or (iii) the Dollar Equivalent under such Class 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountRevolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower 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 Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment; (d) amounts borrowed under each TrancheSection 2.01(a) and 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) (A) each Revolving Loan Lender severally agrees to make the Initial Revolving Loan to the Borrower on the Effective Date, and (B) at any time and from time to time from the Effective Date to the Final Revolver Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, Borrower may request in the manner set forth in this Section 2, and any Lender may, in its absolute and sole discretion, agree to extend, additional Revolving Loans in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Credit Commitment or its Pro Rata Share of the then extant Borrowing Base; and (ii) each Term Loan Lender severally agrees to make its portion of the Term Loan to the Borrower on the Term Loan Funding Date, in an aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment. (b) Notwithstanding the foregoing, (i) the aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (A) the Total Revolving Credit Commitment and (B) the then current Borrowing Base. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Revolver Maturity Date. Within the foregoing limits, the Borrower may borrow (subject, except for the Initial Revolving Loan, to the Lenders’ approval to extend such Revolving Loan in the Lenders’ sole and absolute discretion), repay and reborrow (subject to the Lenders’ approval to extend such Revolving Loan in the Lenders’ sole and absolute discretion), the Revolving Loans, on or after the Effective Date and prior to the Final Revolver Maturity Date, subject to the terms, provisions and limitations set forth herein. Anything to the contrary in this Agreement notwithstanding, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars the Administrative Agent may, and, at the request of the Required Lenders, shall create reserves against the Borrowing Base or in any Agreed Foreign Currency to reduce one or more of the Borrowers percentages set forth in the definition of Borrowing Base with respect to the stated categories of oil and gas reserves (in either case without declaring an Event of Default) as the Administrative Agent determines, in its reasonable judgment (from the perspective of an asset-based lender), as being appropriate to reflect impediments to the Collateral Agent’s ability to realize upon the Collateral or impairments or reductions to the value of the Collateral (in each case, an “Agent Reserve”, and collectively, the “Agent Reserves”). Without limiting the generality of the foregoing, Agent Reserves may include (but are not limited to) reserves based upon (A) past due or accrued taxes or other governmental charges, including ad valorem, personal property and other taxes which may have priority over the Liens or security interests of the Collateral Agent in the Collateral; (B) Liens in favor of third Persons, including, without limitation, any Governmental Authority (whether or not such Liens are Permitted Liens; (C) estimates of present and future costs, expenses, deposits and liabilities related to the plugging and abandonment of the Oil and Gas Properties (net of the amount thereof which has been taken into account in the most recent Reserve Report or is fully secured by an escrow arrangement acceptable to the Administrative Agent); (D) without duplication of the foregoing, amounts owing by the Borrower to any Person, including, without limitation, any Governmental Authority, to the extent secured by a Lien (whether or not such Lien is a Permitted Lien) on, or trust (constructive or otherwise) over, any of the Collateral (including proceeds thereof or collections from the sale of Hydrocarbons which may from time to time during come into the Availability Period possession of any of the Lenders or their agents), which Lien or trust, in the reasonable determination of the Administrative Agent (from the perspective of an asset-based lender), has a reasonable possibility of having a priority superior to the Collateral Agent’s Liens (such as landlord liens, ad valorem taxes, production taxes, severance taxes, sales taxes, collections attributable to sale of Hydrocarbons of Persons other than the Borrower or its Subsidiaries) in and to such item of Collateral, proceeds or collection; and (E) to the extent not taken into account in the most recent Reserve Report delivered to the Agents, amounts which the Administrative Agent reasonably determines are appropriate to account for interests of Persons other than the Loan Parties and natural gas imbalances of the Loan Parties. The Borrower and the Agents understand and agree that any amount of Agent Reserves shall not be considered a disbursement bearing interest hereunder, but rather shall be an amount that is not available for borrowing by the Borrower; and (ii) The aggregate principal amount that will not result in (i) such Lender’s 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 Term Loan made on the Foreign Currency Sublimit Dollar Amount and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more Term Loan Funding Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will Term Loan which is repaid or prepaid may not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranchebe reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Dollar Tranche Lender agrees to make NAIC Dollar Tranche Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Dollar Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Dollar Tranche Commitment, Commitment or (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent sum of the total Dollar Tranche Revolving Credit Exposure Exposures (net after giving effect, if applicable, to the repayment of any amounts Cash Collateralized Swingline Loans with respect theretothe proceeds of such Dollar Tranche Revolving Loan) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit aggregate Dollar Amount Tranche Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Multicurrency Tranche Lender agrees to make Non-NAIC Multicurrency Tranche Revolving Loans to the Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Non-NAIC Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Non-NAIC Multicurrency Tranche Commitment, Commitment or (ii) subject to Section 2.04, the sum of the Dollar Amount of the total Non-NAIC Multicurrency Tranche Revolving Credit Exposures exceeding the total Non-NAIC aggregate Multicurrency 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 AmountCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Loans under each TrancheMulticurrency Tranche Revolving Loans.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche U.S. Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency revolving loans (“U.S. Revolving Loans”) to one or more of the Borrowers U.S. Borrower from time to time during the Revolving Availability Period in Dollars in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche U.S. Revolving Credit Exposure exceeding such Lender’s NAIC Tranche U.S. Commitment, (ii) the sum of the total NAIC Tranche U.S. Revolving Credit Exposures exceeding the total NAIC Tranche U.S. Commitments or (iii) the Dollar Equivalent sum of the total Revolving Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency Exposures plus the total Competitive Loan Exposures exceeding the Foreign Currency Sublimit Dollar Amount total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow U.S. Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Tranche Japanese Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers 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 Non-NAIC Tranche Japanese Revolving Credit Exposure exceeding such Lender’s Non-NAIC Tranche Japanese Commitment, (ii) the sum of the total Non-NAIC Tranche Japanese Revolving Credit Exposures exceeding the total Non-NAIC Tranche Japanese Commitments or (iii) the Dollar Equivalent sum of the total Revolving Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency plus the total Competitive Loan Exposures exceeding the Foreign Currency Sublimit Dollar Amounttotal Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each any Japanese Borrower and the U.S. Borrower may borrow, prepay and reborrow Loans under the Japanese Revolving Loans. (c) Subject to the terms and conditions set forth herein, each TrancheMulticurrency 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 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 Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the European Borrower and the U.S. Borrower may borrow, prepay and reborrow the Multicurrency Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein, : (a) the 2018 Term Lenders agree to make, on the Repricing Effective Date, 2018 Term Loans to the Borrower in an aggregate principal amount of $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 to 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 NAIC Tranche Revolving Facility Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers 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 (i) such Lender’s NAIC Tranche Credit Revolving Facility Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class; (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 (bd) each Non-NAIC Tranche Lender agrees having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Non-NAIC Tranche Incremental Term Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time Borrower to time during the Availability Period Borrower, in an aggregate principal amount that will not result in to exceed its Incremental Term Loan Commitment; (ie) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Amounts repaid in respect of Term B Loans may not be reborrowed; and (f) 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 each Tranchethe Loan Documents.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender severally agrees to make NAIC Tranche revolving Loans denominated in Dollars or in any Agreed and Foreign Currency Currencies to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Revolving Commitment, (ii) the sum of the total NAIC Tranche Revolving Credit Exposures exceeding the total NAIC Tranche Commitments or Revolving Commitments, (iii) the Dollar Equivalent of the total Credit Exposure (net aggregate amount of any amounts Cash Collateralized with respect thereto) all Revolving Loans, Letters of Credit, Alternate Currency Loans and Swingline Loans denominated in an Agreed Foreign Currency exceeding $300,000,000 or (iv) the Foreign Dollar Equivalent of the aggregate amount of all Revolving Loans and Alternate Currency Sublimit Dollar Amount Loans to Subsidiary Borrowers exceeding $300,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche one or more Term A Loans denominated entirely either in Dollars or in any Agreed a single Foreign Currency to one or more of the Borrowers from time to time Borrower during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure Term A Loan exceeding such Lender’s Non-NAIC Tranche Commitment, Term A Commitment or (ii) the total Non-NAIC Tranche Credit Exposures sum of the Term A Loans exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent Term A Commitments. No amount of the total Credit Exposure Term A Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. (net of any amounts Cash Collateralized with respect theretoc) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Lender agrees to make one or more Term Y Loans denominated in Dollars to the Borrower during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Term Y Loan exceeding such Lender’s Term Y Commitment or (ii) the sum of the Term Y Loans exceeding the total Term Y Commitments. No amount of the Term Y Loan which is repaid or prepaid by the Borrower may borrowbe reborrowed hereunder. (d) Subject to the terms and conditions set forth herein, prepay and reborrow each Lender agrees to make one or more Term X Loans under each Tranchedenominated in Dollars to the Borrower during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Term X Loan exceeding such Lender’s Term X Commitment or (ii) the sum of the Term X Loans exceeding the total Term X Commitments. No amount of the Term X Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder.

Commitments. Subject to the terms and conditions set forth herein, : (a) on the Ninth Incremental Assumption and Amendment Agreement Effective Date, the 2019 Refinancing Term B-1 Lenders agreed to make 2019 Refinancing Term B-1 Loans in Dollars to the Borrower in an aggregate principal amount equal to $3,110,000,000, (b) each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Facility Loans of a Class in Dollars or (or, subject to Section 1.05, in any Agreed Foreign Currency an Alternate Currency) to one or more of the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountClass. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower 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 Borrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts borrowed under each TrancheSection 2.01(a) or (c) that are 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 herein, forth: (ai) each NAIC Tranche Revolving A Lender severally agrees to make NAIC Tranche Revolving A Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers at any time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving A Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving A Loans at any time outstanding not result to exceed the amount of such Lender's Revolving A Credit Commitment; and (ii) each B-Lender severally agrees to make a B-Loans] to the Borrowers on the Effective Date in the amount of such Lender's B-Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s NAIC Tranche The aggregate principal amount of the Revolving A Loans outstanding at any time to the Borrowers shall not exceed the difference between (A) the lesser of (x) the Total Revolving A Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Commitment and (y) the then current Borrowing Base and (B) the aggregate Letter of Credit Obligations. (ii) Any principal amount of the total NAIC Tranche Credit Exposures exceeding B-Loans which is repaid or prepaid may not be reborrowed. Upon funding of the total NAIC Tranche Commitments or B-Loans, the B-Commitment of each B-Lender shall automatically and permanently be reduced to zero on the Effective Date.. (iii) [Reserved] (iv) The Revolving A Credit Commitment shall automatically and permanently be reduced to zero on 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountFinal Maturity Date. Within the foregoing limits limits, the Borrowers may borrow, repay and reborrow the Revolving A Loans, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms terms, provisions and conditions limitations set forth herein. (c) The Lenders shall have no obligation to make any Loans if, each Borrower may borroweither immediately before or after giving effect to such Loans, prepay and reborrow the aggregate amount of the Loans plus the Letter of Credit Obligations exceeds or will exceed the amount of Indebtedness permitted to be incurred under each Tranchethe Euro Indenture (the amount of any such excess is hereafter referred to as the "Indenture Deficit"), if such Indenture is in effect.

Commitments. Subject (a) From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth hereinin this Agreement, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency loans (each a "Facility A ---------- Loan") to one or more of the Borrowers Borrower from time to time during in amounts not to exceed in the Availability Period in an ---- aggregate at any one time outstanding the amount of its Commitment. The commitment of each Lender to make Facility A Loans pursuant to this Section ------- 2.1 is referred to herein as its "Facility A Commitment". No Lender shall --- --------------------- be required to make any Facility A Loan if, after giving effect thereto, the then aggregate outstanding principal amount that will not result in (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche of all Facility A Loans and Facility B Loans would exceed the Aggregate Commitment. Subject to the terms of this Agreement, (ii) the total NAIC Tranche Credit Exposures exceeding Borrower may borrow, repay and reborrow at any time prior to the total NAIC Tranche Facility Termination Date. The Facility A Commitments or (iii) shall expire on 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 Facility Termination Date. (b) each Non-NAIC Tranche Each Facility B Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitmentseverally agrees, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to on the terms and conditions set forth hereinin this Agreement, to make loans (each a "Facility B ---------- Loan") to the Borrower from time to time in amounts not to exceed in the ---- aggregate at any one time outstanding such Facility B Lender's Facility B Commitment; provided that the Facility B Lenders shall not in any event be -------- obligated to make any Facility B Loan if, after giving effect thereto, (i) the sum of the outstanding principal amount of the Facility B Loans would exceed the Aggregate Facility B Commitment, or (ii) the sum of the outstanding principal amount of the Facility A Loans plus the outstanding principal amount of the Facility B Loans would exceed the Aggregate Commitment; and provided, -------- further, that no Facility B Lender shall be obligated to make any Facility ------- B Loan if, after giving effect thereto, the sum of the outstanding principal amount of all Facility A Loans and Facility B Loans owing to such Facility B Lender would exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, prepay repay and reborrow Facility B Loans under each Trancheat any time prior to the Facility Termination Date. The Facility B Commitments shall expire on the Facility Termination Date.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in to Allied Systems at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during from the Availability Period Effective Date to the Final Senior Loan Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Senior Lender’s NAIC Tranche 's Revolving 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 Non-NAIC Tranche Term Loan A Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency the Term Loan A to one or more of Allied Systems on the Borrowers from time to time during the Availability Period Effective Date, in an aggregate principal amount that will not result to exceed the amount of such Senior Lender's Term Loan A Commitment; (iii) each Term Loan B Lender severally agrees to make the Term Loan B to Allied Systems on the Effective Date, in an aggregate principal amount not to exceed the amount of such Senior Lender's Term Loan B Commitment; (iv) each Term Loan C Lender severally agrees to make the Term Loan C to Allied Systems on the Effective Date, in an aggregate principal amount not to exceed the amount of such Senior Lender's Term Loan C Commitment; and (v) each Subordinated Term Loan D Lender severally agrees to accept its Subordinated Note for its Subordinated Term Loan D Note made by the Parent on the Effective Date as partial consideration for the purchase of its Subordinated Note, which Subordinated Term Loan D Note shall be in a principal amount not to exceed the amount of such Subordinated Lender's Subordinated Term Loan D Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, The aggregate principal amount of Revolving Loans outstanding at any time to Allied Systems shall not exceed the lower of (iiA) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or difference between (iiix) the Dollar Equivalent Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations and (B) the total difference between (x) the then current Borrowing Base and (y) the aggregate Letter of Credit Exposure (net Obligations. The Revolving Credit Commitment of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding each Senior Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountFinal Senior Loan Maturity Date. Within the foregoing limits limits, Allied Systems may borrow, repay and reborrow, on or after the Effective Date and prior to the Final Senior Loan Maturity Date, subject to the terms terms, provisions and conditions limitations set forth herein. (A) The aggregate principal amount of the Term Loan A made on the Effective Date shall not exceed the Total Term Loan A Commitment. (B) The aggregate principal amount of the Term Loan B made on the Effective Date shall not exceed the Total Term Loan B Commitment. (C) The aggregate principal amount of the Term Loan C made on the Effective Date shall not exceed the Total Term Loan C Commitment. (D) The aggregate principal amount of the Subordinated Term Loan D Notes on the Effective Date shall not exceed the Total Subordinated Term Loan D Commitment. (iii) Any principal amount of the Senior Term Loans and the Subordinated Term Loan D which is repaid or prepaid may not be reborrowed. (iv) The aggregate principal amount of the Senior Loans and Letter of Credit Obligations shall not at any time exceed (A) an amount equal to (x) three (3) multiplied by (y) the Consolidated EBITDA of the Parent and its Subsidiaries for the most recently completed twelve months after giving effect, each Borrower may borrowif any, prepay to the pro forma adjustments set forth in Schedule 2.01(b)(iv) or (B) the maximum principal amount of Indebtedness which is permitted to be incurred by the Parent and reborrow Loans its Subsidiaries under each Tranche.clause (i) of the second paragraph of Section 4.09 of the Indenture less the sum of (x) all outstanding Capital Lease Obligations (as defined in the Indenture) incurred under such clause (i) and (y) the outstanding principal amount of the Subordinated Term Loan D.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (i) other than as set forth hereinin clause (iii) below with respect to the 2023 Incremental Revolving Loans, (a) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during the Availability Period term of this Agreement, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such LenderXxxxxx’s NAIC Tranche Revolving 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 Non-NAIC Tranche Initial Term Loan Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency the Initial Term Loan to one or more of the Borrowers from time to time during Borrower on the Availability Period Effective Date, in an aggregate principal amount that not to exceed the amount of such Lender’s Initial Term Loan Commitment; (iii) each Additional Term Loan Lender severally agrees to make the Additional Term Loan to the Borrower on the Amendment No. 6 Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s Additional Term Loan 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 not result in 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) such Lender’s Non-NAIC Tranche The aggregate principal amount of Revolving Loans (excluding any capitalized interest pursuant to Section 4.01(a)(ii)) outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) . The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountFinal Maturity Date. Within the foregoing limits and subject to limits, the terms and conditions set forth herein, each Borrower may borrow, prepay repay and reborrow reborrow, the Revolving Loans under 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 Effective Date. (ii) The aggregate principal amount of the Initial Term Loan made on the Effective Date shall not exceed the Total Initial Term Loan Commitment. Any principal amount of the Initial Term Loan which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of the Additional Term Loan made on the Amendment No. 6 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. (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 Tranche2023 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 hereinforth, (a) each NAIC Tranche Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers at any time and from time to time during from the Availability Period Effective Date to 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 that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Lender's Revolving Credit Commitment. (b) Notwithstanding the foregoing, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower of (i) such Lender’s NAIC Tranche the difference between (A) the Available Commitment and (B) the aggregate Letter of Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Obligations and (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or difference between (iiiA) 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 then current Borrowing Base and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (iiB) the total Non-NAIC Tranche aggregate Letter of Credit Exposures exceeding Obligations. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the total Non-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 AmountRevolving 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 terms, provisions and conditions limitations set forth herein. (c) Notwithstanding the foregoing, each Borrower may borrowthe aggregate principal amount of the Loans and Letter of Credit Obligations shall not exceed the maximum principal amount of Indebtedness which, prepay and reborrow Loans under each Tranchein accordance with the Indenture, is permitted to be incurred by the Borrowers.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, (a) each NAIC Tranche Revolving Credit Lender severally agrees to make NAIC Tranche Revolving Credit Loans denominated in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Borrower (on a joint and several basis) from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Revolving Credit Lender’s NAIC Tranche Revolving 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 provided that any of the total foregoing such Revolving Credit Exposure Loans (net of A) shall be made at any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount time and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during on and after the Availability Period Restatement Effective Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in an aggregate principal amount that will not accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Non-NAIC Tranche Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Non-NAIC Tranche Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (b) Any principal amounts borrowed under the Original Credit Agreement shall be deemed reborrowed under this Agreement on the Restatement Effective Date, provided that the Administrative Agent shall have received a Notice of Borrowing with respect to such Loans in accordance with Section 2.3 (such amounts, the “Reborrowed Loans”). On the Restatement Effective Date, each Revolving Credit Lender shall purchase Reborrowed Loans from other Revolving Lenders, as applicable, based upon each Revolving Credit Lender’s Revolving Credit Commitment, (ii) such that after giving effect to all such purchases, the total Non-NAIC Tranche Reborrowed Loans will be held by the Revolving Credit Exposures exceeding Lenders ratably in accordance with their Revolving Credit Commitments. For the total Non-NAIC Tranche Commitments or (iii) avoidance of doubt, the Dollar Equivalent of the total Reborrowed Loans shall be deemed Revolving Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each TrancheLoans.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving A Loan Lender severally agrees to make NAIC Tranche Revolving A Loans in Dollars or in to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving A Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving A Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s NAIC Tranche 's Revolving A Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, ; and (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 Non-NAIC Tranche Revolving B Loan Lender severally agrees to make Non-NAIC Tranche Revolving B Loans in Dollars or in to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving B Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving B Loans at any time outstanding not result to exceed the amount of such Lender's Revolving B Credit Commitment. (iii) each Revolving C Loan Lender severally agrees to make Revolving C Loans to the Borrower at any time and from time to time from the Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving C Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving C Loans at any time outstanding not to exceed the amount of such Lender's Revolving C Credit Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche The aggregate principal amount of Revolving A Loans outstanding at any time to the Borrower shall not exceed the difference between (A) the lesser of (x) the Total Revolving A Credit Exposure exceeding such Lender’s Non-NAIC Tranche CommitmentCommitment and (y) 100% of the amount attributable to clause (i) of the definition of "Borrowing Base", and (B) the aggregate Letter of Credit Obligations. (ii) The aggregate principal amount of Revolving B Loans outstanding at any time to the total Non-NAIC Tranche Borrower shall not exceed the Total Revolving B Credit Exposures exceeding the total Non-NAIC Tranche Commitments or Commitment. (iii) The aggregate principal amount of Revolving C Loans outstanding at any time to the Dollar Equivalent Borrower shall not exceed the Total Revolving C Credit Commitment. (iv) The aggregate principal amount of the total Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (A) the difference between (x) the Total Revolving Credit Exposure Commitment and (net y) the aggregate Letter of Credit Obligations and (B) the difference between (x) the then current Borrowing Base and (y) the aggregate Letter of Credit Obligations. (v) The Borrower shall not borrow, and the Revolving B Lenders shall not make, any amounts Cash Collateralized with respect theretoRevolving B Loans if at the time a Revolving B Loan is requested by the Borrower, the sum of (x) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amountaggregate principal amount of Revolving A Loans and (y) the aggregate Letter of Credit Obligations is less than the Total Revolving A Credit Commitment. (vi) The Borrower shall not borrow, and the Revolving C Lenders shall not make, any Revolving C Loans if at the time a Revolving C Loan is requested by the Borrower, the sum of (x) the aggregate principal amount of Revolving A Loans and Revolving B Loans and (y) the aggregate Letter of Credit Obligations is less than the sum of the Total Revolving A Credit Commitment and the Total Revolving B Credit Commitment. (vii) Each Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits and subject to limits, the terms and conditions set forth herein, each Borrower may borrow, prepay repay and reborrow reborrow, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (viii) The aggregate amount of the Revolving Loans under each Tranche.and Letter of Credit Obligations shall not at any time exceed (x) from the Effective Date through December 31, 2003, an amount equal to 2.5 times the Consolidated EBITDA of the Borrower and its Subsidiaries (other than the Foreign Subsidiaries) for the immediately preceding 12-month period, and (y) from January 1, 2004 through the Final Maturity Date, 2.0 times the Consolidated EBITDA of the Borrower and its Subsidiaries (other than the Foreign Subsidiaries) for the

Commitments. Subject to On the terms and subject to the conditions and relying upon the representations and warranties herein set forth herein, forth: (a) each NAIC Tranche Lender having a June 1998 Term Loan Commitment agrees severally and not jointly to continue the June 1998 Term Loans outstanding on the Effective Date, the aggregate principal amount of which equals such Lender's June 1998 Term Loan Commitment; (b) each Lender having a September 1998 Term Loan Commitment agrees severally and not jointly to make NAIC Tranche September 1998 Term Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during Borrower on the Availability Period Effective Date in an aggregate principal amount not to exceed such Lender's September 1998 Term Loan Commitment; and (c) each Lender having a Revolving Credit Commitment agrees severally and not jointly to continue the Revolving Loans outstanding on the Effective Date and to make Revolving Loans to the Borrower, at any time and from time to time on or after the Effective Date, and until the earlier of the Revolving Credit Maturity 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 (i) such Lender’s NAIC Tranche 's Revolving 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche 's Revolving Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to the terms and conditions set forth hereinin clause (c) of the preceding sentence, each the Borrower may borrow, pay or prepay and reborrow Revolving Loans under each Trancheon or after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender agrees to make NAIC Tranche Term Loans to the Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Term Loan Commitment; provided, however, that (i) the aggregate principal amount of Term Loans made to CCH shall not exceed $83,092,260.06, (ii) the aggregate principal amount of Term Loans made to Radisson France shall not exceed $129,396,772.49, (iii) the aggregate principal amount of Term Loans made to Supplystill shall not exceed $129,516,640.40, (iv) the aggregate principal amount of Term Loans made to CP2 shall not exceed $82,994,327.05 and (v) all Terms Loans borrowed hereunder that are repaid or in any Agreed Foreign Currency prepaid may not be reborrowed; and (b) each Lender agrees to one or more of make Revolving Facility Loans to the Borrowers from time to time during the Availability Period in Dollars or one or more Alternative Currencies in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in Revolving Facility Commitments; provided that an aggregate principal amount that will of Revolving Facility Loans not result in to exceed $10,000,000 shall be available to the Borrowers on the Closing Date only if (ix) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, Liquidity measured on a Pro Forma Basis after giving effect to any Revolving Facility Borrowings requested to be made on the Closing Date would not be less than the amount required under Section 6.14 and (iiy) the total Non-NAIC Tranche Credit Exposures exceeding Borrowers have readily available cash and Permitted Investments, measured on a consolidated basis (as would be shown on a consolidated balance sheet of CCH as at the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized Closing Date prepared in accordance with respect thereto) denominated GAAP), in an Agreed Foreign Currency exceeding aggregate amount not less than the Foreign Currency Sublimit Dollar Amountprincipal amount of Revolving Facility Borrowings requested to be made on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Loans amounts under each TrancheRevolving Facility Loans.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender with a Revolving Commitment severally agrees to make NAIC Tranche revolving Loans denominated in Dollars or in any Agreed and Foreign Currency Currencies to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Revolving Commitment, (ii) the sum of the total NAIC Tranche Revolving Credit Exposures exceeding the total NAIC Tranche Commitments or Revolving Commitments, (iii) the Dollar Equivalent of the total Credit Exposure (net aggregate amount of any amounts Cash Collateralized with respect thereto) all Revolving Loans, Letters of Credit, Alternate Currency Loans and Swingline Loans denominated in an Agreed Foreign Currency exceeding $300,000,000 or (iv) the Foreign Dollar Equivalent of the aggregate amount of all Revolving Loans, Alternate Currency Sublimit Dollar Amount Loans and Letters of Credit made to or issued for the account of Subsidiary Borrowers exceeding $300,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Tranche Lender with a Term A Commitment agrees to make Non-NAIC Tranche one or more Term A Loans denominated entirely either in Dollars or in any Agreed a single Foreign Currency to one or more of the Borrowers from time to time Borrower during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure Term A Loan exceeding such Lender’s Non-NAIC Tranche Commitment, Term A Commitment or (ii) the total Non-NAIC Tranche Credit Exposures sum of the Term A Loans exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent Term A Commitments. No amount of the total Credit Exposure Term A Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. (net of any amounts Cash Collateralized with respect theretoc) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Lender with a Term B Commitment agrees to make a Term B Loan denominated in Dollars to the Borrower during the Availability Period 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 B Loans exceeding the total Term B Commitments. No amount of the Term B Loan which is repaid or prepaid by the Borrower may borrowbe reborrowed hereunder. (d) Subject to the terms and conditions set forth herein, prepay and reborrow each Lender with a Term X Commitment agrees to make a Term X Loan denominated in Dollars to the Borrower during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Term X Loan exceeding such Lender’s Term X Commitment or (ii) the sum of the Term X Loans under each Trancheexceeding the total Term X Commitments. No amount of the Term X Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender having a U.S. Tranche A Term Loan Commitment severally agrees to make a loan (aa “U.S. Tranche A Term Loan”) on the Effective Date to the Company in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, which U.S. Tranche A Term Loan shall not exceed for any such Lender the U.S. Tranche A Term Loan Commitment of such Lender. Amounts repaid in respect of U.S. Tranche A Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each NAIC Lender having a U.S. Tranche B Term Loan Commitment severally agrees to make a loan (a “U.S. Tranche B Term Loan”) on the Effective Date to the Company in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, which U.S. Tranche B Term Loans shall not exceed for any such Lender the U.S. Tranche B Term Loan Commitment of such Lender. Amounts repaid in respect of U.S. Tranche B Term Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein, each Lender having a Euro Term Loan Commitment severally agrees to make a loan (a “Euro Term Loan”) on the Effective Date to the Euro Borrower in Euro by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, which Euro Term Loans shall not exceed for any such Lender the Euro Term Loan Commitment of such Lender. Amounts repaid in respect of Euro Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make NAIC Tranche Revolving Loans to any Borrower in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Revolving Commitment, (ii) subject to Section 2.04, the Dollar Amount of the total NAIC Tranche Revolving Credit Exposures exceeding the sum of the total NAIC Tranche Revolving Commitments or (iii) the Dollar Equivalent Amount of the total Revolving Credit Exposure (net of any amounts Cash Collateralized with respect thereto) Exposures denominated in an Agreed Foreign Currency Currencies exceeding the Foreign Currency Sublimit Dollar Amount and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountSublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Loans under each TrancheRevolving Loans.

Commitments. Subject to the terms and conditions set forth herein, : (a) (i) each NAIC Tranche Initial Term B Lender agrees to make NAIC Tranche Initial Term B Loans to the Borrower on the Closing Date in Dollars 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 Borrower after the Closing Date during the Availability Period in an aggregate principal amount not to exceed its Delayed Draw Term B Loan Commitment. Amounts borrowed under this Section 2.01(a) and repaid or in any Agreed Foreign Currency prepaid may not be reborrowed; (b) each Lender agrees to one or more of make Revolving Facility Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment or (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure exceeding the total NAIC Tranche Commitments or (iii) Revolving Facility Commitments; provided, that 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will of Revolving Facility Loans made on the Closing Date shall not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 Amountexceed $250.0 million. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Facility Loans; (c) each Synthetic L/C Lender agrees to fund its Credit-Linked Deposit on the Closing Date 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 its Incremental Term Loan Commitment. Amounts borrowed under each Tranchethis Section 2.01(d) and repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) on the Closing Date, upon satisfaction (or waiver) of the conditions set forth in Sections 4.01 and 4.02, subject to the terms and conditions set forth in this Agreement, each NAIC Tranche Lender shall automatically and without any 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 such Lender, in accordance with the Plan 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 NAIC Tranche Revolving Facility Loans in Dollars or in any Agreed Foreign Currency of such Class to one or more of the Borrowers Borrower from time to time during the Availability Period for such Class of Revolving Facility in Dollars in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Facility Credit Exposure of such Class exceeding such Lender’s NAIC Tranche Commitment, Revolving Facility Commitment of such Class and (ii) the total NAIC Tranche Revolving Facility Credit Exposures Exposure of such Class exceeding the total NAIC Tranche Revolving Facility Commitments or (iii) the Dollar Equivalent under such Class 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountRevolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Facility Loans (without premium or penalty); (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 Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment; and (d) amounts borrowed under each TrancheSection 2.01(a) and/or (c) and 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 herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during the Availability Period term of this Agreement, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s NAIC Tranche 's Revolving 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 each Lender with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount Effective Date Term Loan Commitment agrees, severally and (b) each Non-NAIC Tranche Lender agrees not jointly, to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency cause to one or more of be made on the Borrowers from time Effective Date, a Term Loan to time during the Availability Period Borrower in an aggregate principal amount that will not result to exceed its Effective Date Term Loan Commitment and the Term Loans of all Lenders made on the Effective Date shall be in an aggregate principal amount not to exceed the Total Effective Date Term Loan Commitment; (iii) each Lender with a Delayed Draw Term Loan Commitment agrees, severally and not jointly, to make or cause to be made, from time to time after the Effective Date and prior to the Delayed Draw Term Loan Commitment Termination Date and subject to Section 5.02, one or more Term Loans to the Borrower in an aggregate principal amount not to exceed the lesser of (A) its Delayed Draw Pro Rata Share of such Term Loan and (B) its Delayed Draw Term Loan Commitment; and (iv) each Lender with a Delayed Draw Term Loan B Commitment agrees, severally and not jointly, to make or cause to be made, from time to time after the Effective Date and prior to the Delayed Draw Term Loan B Commitment Termination Date and subject to Section 5.02, one or more Term Loans to the Borrower in an aggregate principal amount not to exceed the lesser of (A) its Delayed Draw B Pro Rata Share of such Term Loan and (B) its Delayed Draw Term Loan B Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) . The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountFinal Maturity Date. Within the foregoing limits and subject to limits, the terms and conditions set forth herein, each Borrower may borrow, prepay repay and reborrow reborrow, the Revolving Loans under 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 in excess of $3,000,000 shall be advanced on the Effective Date. (ii) The aggregate principal amount of all Term Loans made on the Effective Date pursuant to this Agreement shall not exceed the Total Effective Date Term Loan Commitment. The aggregate principal amount of all Term Loans made after the Effective Date pursuant to this Agreement shall not exceed the sum of the Total Delayed Draw Term Loan Commitment and the Total Delayed Draw Term Loan B Commitment. The Total Effective Date Term Loan Commitment shall be permanently terminated immediately and without further action upon the funding of the Term Loan on the Effective Date. The Total Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each TrancheTerm Loan after the Effective Date made pursuant to a Delayed Draw Term Loan Commitment in an amount equal to such funded Term Loan. The Total Delayed Draw Term Loan B Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan after the Effective Date made pursuant to a Delayed Draw Term Loan B Commitment in an amount equal to such funded Term Loan. Each Lender's Effective Date Term Loan Commitment shall be permanently terminated immediately and without further action upon the funding of the Term Loan on the Effective Date. Each Lender's Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan after the Effective Date made pursuant to a Delayed Draw Term Loan Commitment in an amount equal to such Lender's Delayed Draw Pro Rata Share of such funded Term Loan. Each Lender's Delayed Draw Term Loan B Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan after the Effective Date made pursuant to a Delayed Draw Term Loan B Commitment in an amount equal to such Lender's Delayed Draw B Pro Rata Share of such funded Term Loan. The undrawn Total Delayed Draw Term Loan Commitment and each DOC ID - 22614363.5 6 Lender's Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of any Lender's Term Loan on such date. The undrawn Total Delayed Draw Term Loan B Commitment and each Lender's Delayed Draw Term Loan B Commitment shall terminate immediately and without further action on the Delayed Draw Term Loan B Commitment Termination Date after giving effect to the funding of any Lender's Term Loan on such date. Any principal amount of the Term Loans which is repaid or prepaid may not be reborrowed."

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans revolving credit loans in Dollars or in any Agreed Foreign Currency (each, a "Dollar Revolving Loan," and collectively, the "Dollar Revolving Loans") to one or more of the Borrowers Matria, from time to time on any Business Day during the Availability Period in an aggregate principal amount period from and including the Restatement Effective Date to but not including the Termination Date, provided that will not result in no Borrowing of Dollar Revolving Loans shall be made if, immediately after giving effect thereto: (i) the sum of (y) the aggregate principal Dollar Amount of Revolving Loans of such Lender outstanding at such time and (z) such Lender’s NAIC Tranche 's Letter of Credit Exposure exceeding at such Lender’s NAIC Tranche Commitment, time would exceed its Revolving Credit Commitment at such time; or (ii) the total NAIC Tranche sum of (x) the aggregate principal Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Dollar Revolving Loans made pursuant to such Borrowing) and (z) the aggregate Letter of Credit Exposures exceeding Exposure of all Lenders at such time would exceed the total NAIC Tranche aggregate Revolving Credit Commitments or at such time. Subject to and on the terms and conditions of this Agreement, Matria may borrow, repay and reborrow Dollar Revolving Loans. (b) Each Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans in any Foreign Currency (each, a "Foreign Currency Revolving Loan," and collectively, the "Foreign Currency Revolving Loans") to any Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Termination Date, provided that no Borrowing of Foreign Currency Revolving Loans shall be made if, immediately after giving effect thereto: (i) the sum of (y) the aggregate principal Dollar Amount of Revolving Loans of such Lender outstanding at such time and (z) such Lender's Letter of Credit Exposure at such time would exceed its Revolving Credit Commitment at such time; (ii) the sum of (x) the aggregate principal Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate principal amount of Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would exceed the aggregate Revolving Credit Commitments at such time; or (iii) the aggregate principal Dollar Equivalent Amount of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding Revolving Loans outstanding at such time would exceed the Foreign Currency Sublimit Dollar Amount Sublimit. Subject to and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to on the terms and conditions set forth hereinof this Agreement, each Borrower may borrow, prepay repay and reborrow Foreign Currency Revolving Loans. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to Matria, from time to time on any Business Day during the period from the Restatement Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans under each Tranche.outstanding at any time, when added to the aggregate principal Dollar Amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, Matria may borrow, repay (including by means of a

Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees (a) each NAIC Tranche Lender agrees to make NAIC Tranche a Term A USD Loan in Dollars to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term A USD Commitment, (b) to make a Term A EUR Loan in Euros to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term A EUR Commitment, (c) to 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 in Alternative Currencies to the Parent Borrower, the Dutch Borrower and any Agreed Foreign Currency to one or more of the 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 USD/Multicurrency Revolving Exposure exceeding such Lender’s USD/Multicurrency Revolving Commitment, (ii) the aggregate Dollar Equivalent of the USD/Multicurrency Revolving Exposure of all Lenders exceeding the aggregate USD/Multicurrency Revolving Commitment of all Lenders or (iii) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeding the Multicurrency Revolving Sublimit and (f) to make Eurocurrency Revolving Loans in Euros 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) such Lender’s NAIC Tranche Credit Eurocurrency Revolving Exposure exceeding such LenderXxxxxx’s NAIC Tranche Commitment, Eurocurrency Revolving Commitment or (ii) the total NAIC Tranche Credit Exposures aggregate Eurocurrency Revolving Exposure of all Lenders exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent aggregate Eurocurrency Revolving Commitment 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 Amountall Lenders. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term 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 each Tranchethe Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets with respect to any of the Obligations (including with respect to any Loans made to the Dutch Borrower).

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each NAIC Tranche Lender agrees agrees, severally and not jointly, to make NAIC Tranche Standby Loans in Dollars or in to the Borrowers, at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during on and after the Availability Period Effective Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in an aggregate principal amount that will the applicable Local Currency Addendum, each Local Currency Lender agrees, severally and not result jointly, to make Local Currency Loans to the Borrowers at any time and from time to time on and after the 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 contrary contained in this Agreement, in 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) such Lender’s NAIC Tranche the sum of the aggregate Standby Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect; (ii) the total NAIC Tranche Standby Credit Exposures exceeding the total NAIC Tranche Commitments Exposure of any Lender would exceed such Lender's Commitment; 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) outstanding Local Currency Loans denominated in an Agreed Foreign a specified Local Currency exceeding would exceed the Foreign applicable Local Currency Sublimit Dollar Facility Maximum Borrowing Amount. Within the foregoing limits limits, the Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local Currency Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms terms, conditions and conditions limitations set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche.

Commitments. Subject to the terms and conditions set forth herein, : (a) each NAIC Tranche Lender having a Term A-1 Loan Commitment on the Restatement Date severally agrees to make NAIC Tranche Term A-1 Loans to Products on the Restatement Date in Dollars or a principal amount not to exceed its Term A-1 Loan Commitment; (b) each Lender having a Term A-2 Loan Commitment on the Restatement Date severally agrees to make Term A-2 Loans to Performance Fibers on the Restatement Date in any Agreed Foreign Currency a principal amount not to one or more of exceed its Term A-2 Loan Commitment; (c) each Lender having an Incremental Commitment agrees, subject to the Borrowers terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower in an aggregate principal amount not to exceed its Incremental Commitment; and (d) subject in each case to Section 6.17, (x) each USD Revolving Facility Lender severally agrees to make USD Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s USD Revolving Facility Commitment, provided, however, that will not result in after giving effect to any USD Revolving Facility Borrowing, (i) such Lender’s NAIC Tranche the USD Revolving Facility Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, shall not exceed the USD Revolving Facility Commitments and (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total USD Revolving Facility Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount USD Revolving Facility Lender shall not exceed such Lender’s USD Revolving Facility Commitment; and (by) each Non-NAIC Tranche Multicurrency Revolving Facility Lender severally agrees to make Non-NAIC Tranche Multicurrency Revolving Facility Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate 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 will not result in after giving effect to any Multicurrency Revolving Facility Borrowing, (i) such Lender’s Non-NAIC Tranche the Multicurrency Revolving Facility Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, shall not exceed the Multicurrency Revolving Facility Commitments and (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Multicurrency Revolving Facility Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar AmountMulticurrency Revolving Facility Lender shall not exceed such Lender’s Multicurrency Revolving Facility Commitment. Within the foregoing limits of each Lender’s USD Revolving Facility Commitment or Multicurrency Revolving Facility Commitment, as applicable, and subject to the other terms and conditions set forth hereinhereof, each Borrower the Revolving Facility Borrowers may borrowborrow under this Section 2.01(d), prepay under Section 2.11 and reborrow under this Section 2.01(d); provided, further, the Revolving Facility Borrowers may only borrow Revolving Facility Loans under each Trancheon the Restatement Date in an aggregate principal amount not in excess of $50,000,000 (excluding any Letters of Credit outstanding on such date) (any such borrowing, the “Initial Revolver Draw”).. (e) Amounts repaid or prepaid in respect of Term A-1 Loans or Term A-2 Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers at any time and from time to time during the Availability Period term of this Agreement, as requested by the Borrower, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such LenderXxxxxx’s NAIC Tranche Revolving 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 Non-NAIC Tranche Term Loan A Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency the Term Loan A to one or more of the Borrowers from time to time during on the Availability Period Effective Date, in an aggregate principal amount that will not result in (i) to exceed the amount of such LenderXxxxxx’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Term Loan A Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or ; and (iii) each Term Loan B Lender severally agrees to make the Dollar Equivalent Term Loan B to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such Xxxxxx’s Term Loan B Commitment (b) Notwithstanding the foregoing, the aggregate principal amount of the total Term Loan made on the 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. (c) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the Total Revolving Credit Exposure (net Commitment. The Revolving Credit Commitment of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountFinal Maturity Date. Within the foregoing limits limits, the Borrowers 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 terms, provisions and conditions limitations set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender Lender, severally and not jointly, agrees to make NAIC Tranche Loans Revolving Loans, denominated in Dollars or in dollars, to any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Availability Period applicable to such Lender for the Facility Commitments in an aggregate principal amount that will not result in (i) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Facility Commitment or (ii) the sum of the total NAIC Tranche Revolving Credit Exposures plus the total Competitive Loan 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 Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Non-NAIC Tranche Designated Currency Lender agrees to make Non-NAIC Tranche Loans in Dollars or denominated in any Agreed Foreign Designated Currency to one or more of the Borrowers any Borrower from time to time during the Availability Period applicable to such Lender for the Designated Currency Commitments in an aggregate principal amount that that, after giving effect to any requested Loan, will not 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 Non-NAIC Tranche Designated Currency Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Non-NAIC Tranche 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 Yen Lender agrees to make Loans denominated in Yen to any Borrower from time to time during the Availability Period applicable to such Lender for the Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans of any Yen Lender exceeding such Lender’s Yen Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum of the total Non-NAIC Tranche Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Non-NAIC Tranche Commitments or Facility Commitments. (iiid) 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. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Loans under each TrancheRevolving Loans.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (ai) each NAIC Tranche Revolving Loan Lender severally agrees to make NAIC Tranche Loans in Dollars or in loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower at any Agreed Foreign Currency to one or more of the Borrowers time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the lesser of (iA) the amount of such Lender’s NAIC Tranche 's Revolving Credit Exposure exceeding Commitment, and (B) the amount of such Lender’s NAIC Tranche Commitment, 's Pro Rata Share of the then extant Borrowing Base; and (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 Non-NAIC Tranche Term Loan Lender severally agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency a term loan (collectively, the "Term Loan") to one or more of the Borrowers from time to time during Borrower on the Availability Period Effective Date, in an aggregate principal amount that will not result in equal to the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (iiA) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or difference between (iiix) the Dollar Equivalent Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations and (B) the total difference between (x) the then current Borrowing Base and (y) the aggregate Letter of Credit Exposure (net Obligations. The Revolving Credit Commitment of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding each Lender shall automatically and permanently be reduced to zero on the Foreign Currency Sublimit Dollar AmountFinal Maturity Date. Within the foregoing limits and subject to limits, the terms and conditions set forth herein, each Borrower may borrow, prepay repay and reborrow Loans under each Tranchethe 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. (ii) The aggregate principal amount of the Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan 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 hereinforth, (a) each NAIC Tranche Lender agrees agrees, severally and not jointly, to make NAIC Tranche Loans Standby Loans, denominated in Dollars or in any Agreed Foreign Currency Committed Currency, to one or more of the Borrowers any Borrower, at any time and from time to time during on and after the Availability Period Effective Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender. (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 aggregate principal amount that will Alternate Currency Addendum agrees, severally and not result 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 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) such Lender’s NAIC Tranche the sum of the aggregate Standby Credit Exposure exceeding such Lender’s NAIC Tranche CommitmentExposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect, (ii) the total NAIC Tranche Standby Credit Exposures exceeding the total NAIC Tranche Commitments or Exposure of any Lender would exceed such Lender's Commitment, (iii) the sum of the aggregate Committed Currency Credit Exposures and the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign aggregate Alternate Currency exceeding Loans outstanding would exceed the Foreign Currency Sublimit Dollar Amount and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche CommitmentMulticurrency Maximum Borrowing Amount, (iiiv) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the aggregate Dollar Equivalent of the total Credit Exposure Alternate Currency Loans outstanding under any Alternate Currency Addendum would exceed the applicable Alternate Currency Facility Maximum Borrowing Amount, or (net v) the aggregate Dollar Equivalent of the Alternate Currency Loans of any amounts Cash Collateralized with respect theretoLender outstanding under any Alternate Currency Addendum would exceed the applicable Alternate Currency Lender Maximum Borrowing Amount. (d) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits limits, the Borrowers may borrow, pay or prepay and reborrow Standby Loans and Alternate Currency Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms terms, conditions and conditions limitations set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranche.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Revolving Lender agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Revolving Commitment or (iib) the sum of the total NAIC Tranche Revolving 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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 AmountRevolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, 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 the date that is after the Closing Date and on or before the Term Loan Commitment 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 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 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 among the Term Loan Lenders under each Tranchethis Agreement as provided in Section 9.15(a). Except as expressly set forth above with respect to the Delayed Term Loan Option, any portion of the Term Loans that is repaid may not be reborrowed.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrowers herein set forth hereinforth, (a) each NAIC Tranche Lender hereby severally agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency lend to one or more of the Borrowers from time to time during the Availability Period in period from the Closing Date to but excluding the Commitment Termination Date, on a joint and several basis, an aggregate principal amount that will not result in (i) such Lender’s 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 its Pro Rata Share 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more aggregate amount of the Borrowers Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $140,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time during by the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any reductions thereto made pursuant to subsections 2.4A(ii), 2.4B(ii) and 2.4B(iii). Each Lender's Revolving Loan Commitment shall expire on the Commitment Termination Date and all Revolving Loans and all other amounts Cash Collateralized owed hereunder with respect thereto) denominated to the Revolving Loans and the Revolving Loan Commitments shall be paid in an Agreed Foreign Currency exceeding full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on April 30, 1998 if the Foreign Currency Sublimit Dollar Amountinitial Revolving Loans are not made on or before that date. Within Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the foregoing limits Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding the Revolving Loans and the Revolving Loan Commitments shall be subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans under each Tranchelimitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more Delayed Draw Term Loans denominated in US Dollars to the Company from time to time after the Restatement Effective Date and on or before the Delayed Draw Term Commitment Termination Date in a principal amount, for any Delayed Draw Term Loan, not exceeding its Delayed Draw Term Commitment as in effect immediately prior to the making of such Delayed Draw Term Loan; provided that (i) no more than two Borrowings of Delayed Draw Term Loans may be made under this clause (a) and (ii) the Borrowers aggregate principal amount of any Borrowing of Delayed Draw Term Loans shall not be less than US$1,000,000 and shall be in an integral multiple of US$1,000,000 in excess thereof, and (b) to make Revolving Loans denominated in US Dollars or Alternative Currencies to any Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such any Lender’s NAIC Tranche Credit Revolving Exposure exceeding such LenderXxxxxx’s NAIC Tranche Commitment, (ii) Revolving Commitment or the total NAIC Tranche Credit Exposures Aggregate Revolving Exposure 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Aggregate Revolving Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Delayed Draw Term Loans under each Tranchemay not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender with an Initial Commitment severally, and not jointly, agrees to make NAIC Tranche Loans revolving loans in Dollars or and/or, to the extent approved in accordance with Section 1.13, any Agreed Foreign other Alternate Currency to one or more of the Borrowers US Borrower at any time and from time to time during on and after the Availability Period 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 #94513555v35 accordance with the terms hereof, in an aggregate principal amount that at any time outstanding that, after giving effect to the applicable revolving loan, will not result in (i) the aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap or (ii) such Lender’s NAIC Tranche Initial Revolving Credit Exposure exceeding such Lender’s NAIC Tranche Initial 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, each Lender with an Initial Commitment severally, and not jointly, agrees to make revolving loans in Canadian Dollars, Dollars and/or, to the extent approved in accordance with Section 1.13, any other Alternate Currency to the Canadian Borrower may borrowat any time and from time to time on and after the Second Amendment Effective Date, prepay and reborrow 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 result in (i) the aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap, (ii) such Lender’s Initial Revolving Credit Exposure exceeding such Lender’s Initial Commitment, 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 Lender with an Initial Commitment severally, and not jointly, agrees to make revolving loans in Euro and/or, to the 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 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 result in (i) the aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap, (ii) such Lender’s Initial 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. (d) Subject to the 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 under of such Class to the applicable Borrower or Borrowers, which Revolving Loans shall not exceed for any such Lender or Additional Revolving Lender at the time of any incurrence thereof, the Additional Revolving Commitment of each TrancheClass of Lender.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender made a Tranche 1 Term Loan to the 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. (ab) Subject to the terms and conditions set forth herein, each NAIC Tranche Lender agrees to make NAIC Tranche Revolving Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding the lesser of (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitment, Revolving Commitment and (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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Applicable Percentage of an amount equal to (A) the Borrowing Base Amount in effect at such time minus (B) the sum of (1) the outstanding Tranche Credit Exposure exceeding 1 Term Loans at such Lender’s Non-NAIC Tranche Commitmenttime, (ii2) the total Non-NAIC outstanding Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or 2 Term Loans at such time, (iii3) the Dollar Equivalent of outstanding Tranche 3 Term Loans at such time, (4) the total Credit Exposure outstanding Other Term Loans at such time, (net of any amounts Cash Collateralized with respect thereto5) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar AmountOther Revolving Exposures at such time and (6) the Additional Senior Debt at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. (c) 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 not exceeding its Tranche 2 Term Commitment. Amounts repaid or prepayed in respect of Tranche 2 Term Loans may not be reborrowed. (d) 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 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 TrancheClass 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 the terms and conditions hereof, ----------- each Revolving Credit Lender severally agrees to make revolving credit loans (each, a "Revolving Credit Loan") to the Borrower from time to time during the --------------------- Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Credit Percentage of the L/C Obligations and in the case of the Swingline Lender, the outstanding balance of the Swingline Loans, then outstanding does not exceed the amount of such Lender's Revolving Credit Commitment. 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 (except in the case of Swingline Loans, which shall at all times be Base Rate Loans) or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 4.5, provided that no Revolving Credit -------- Loan shall be made as a Eurodollar Loan after the day that is one month prior to the then scheduled Revolving Credit Termination Date. Notwithstanding the foregoing, the outstanding principal amount of all Revolving Credit Loans shall be zero for the period from December 1 to December 31 in each calendar year. At no time shall the sum of (i) the outstanding Revolving Credit Loans and (ii) the outstanding Swingline Loans exceed the aggregate Revolving Credit Commitments of all Lenders. (b) Subject to the terms and conditions hereof, each Reducing Revolving Credit Lender severally agrees to make revolving credit loans (each, a "Reducing Revolving Credit Loan") to the Borrower from time to time during the ------------------------------ Reducing Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender's Reducing Revolving Credit Commitment. During the Reducing Revolving Credit Commitment Period, the Borrower may use the Reducing Revolving Credit Commitments by borrowing, prepaying the Reducing Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Reducing 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 4.5, provided that no -------- Reducing Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Reducing Revolving Credit Termination Date. The Borrower may from time to time elect to increase the Reducing Revolving Credit Commitment by an amount not to exceed the then applicable Supplemental Facility Commitment as established pursuant to Sections 4.4(c) and 4.4(d); provided that -------- (i) such increase shall be in an amount equal to the lesser of (x) a whole multiple of $5,000,000 and (y) the entire remaining amount of the Supplemental Facility Commitment, (ii) Borrower shall give prior written notice to Administrative Agent of such election, (iii) immediately after giving effect to such increase, Borrower shall be in compliance with all terms and conditions of this Agreement, (iv) no Default or Event of Default exists or would occur as a result of such increase and (v) any Lender or Lenders or, under the terms and conditions set forth below, third party lenders shall have agreed to make Reducing Revolving Credit Loans as a result of the requested increase in the Reducing Revolving Credit Commitment. Each Lender may elect, but shall in no way be obligated to, increase its respective participating interest in the Reducing Revolving Credit Commitment as increased by the requested portion of the Supplemental Facility Commitment. If the Lenders elect to commit to provide less than the full amount of the requested portion of the Supplemental Facility Commitment, Borrower may obtain commitments for the remainder of the requested portion of the Supplemental Facility Commitment either from (a) an existing Lender or combination of existing Lenders or (b) third party lenders acceptable to Administrative Agent, which lenders shall become Lenders under this Agreement by executing a joinder and acceptance agreement suitable to the Administrative Agent evidencing their commitment to become Reducing Revolving Credit Lenders to the extent of their respective Reducing Revolving Credit Commitment Percentage in the Reducing Revolving Credit Commitment. Concurrently with such election to participate in the Reducing Revolving Credit Commitment, as increased by the Supplemental Credit Commitment, each such Lender shall become a Reducing Revolving Credit Lender bound by the terms and conditions of this Agreement. Concurrently with each increase in the Reducing Revolving Credit Commitment pursuant to this Section 2.1(b), the amounts of the Supplemental Facility Commitment set forth in Section 4.4(c) from and after the date of such increase shall be permanently and simultaneously reduced (but not below zero) by the amount of such increase. At no time shall the Reducing Revolving Credit Loans exceed the Maximum Reducing Revolving Credit Commitment, as reduced from time to time pursuant to Section 4.4(c). (c) Subject to and upon the terms and conditions set forth herein, (a) each NAIC Tranche the Swingline Lender agrees to make NAIC Tranche Loans in Dollars or in make, at any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in Revolving Credit Commitment Period, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche Commitmentshall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the Dollar Equivalent aggregate principal amount of all Revolving Credit Loans then outstanding and the aggregate amount of all L/C Obligations at such time, an amount equal to the Swingline Lender's Revolving Credit Commitment at such time and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.1(c), (x) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate its risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Revolving Credit Percentage of the total outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the waiver by the Required Lenders or cure of such Default or Event of Default. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Exposure Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Credit Loans (net provided that such notice shall be deemed to have been automatically -------- given upon the occurrence of a Default or an Event of Default under Section 9 or upon the exercise of any amounts Cash Collateralized with respect theretoof the remedies provided in the last paragraph of Section 9), in which case one or more Borrowings of Revolving Credit Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") denominated in an Agreed Foreign Currency exceeding shall be made on the Foreign Currency Sublimit Dollar Amount immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such Revolving Credit Lender's Revolving Credit Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 4.2(a)) and (b) each Non-NAIC Tranche the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make Non-NAIC Tranche Revolving Credit Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in Dollars or the amount and in any Agreed Foreign Currency to one or more of the Borrowers from time to time during manner specified in the Availability Period preceding sentence and on the date specified in an aggregate principal amount that will not result in writing by the Swingline Lender notwithstanding (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitmentthe amount of the Mandatory Borrowing may not comply with the minimum Borrowing requirements otherwise required hereunder, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-NAIC Tranche Commitments or whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the Dollar Equivalent date of such Mandatory Borrowing and (v) the amount of the total Total Revolving Credit Exposure Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (net including, without limitation, as a result of any amounts Cash Collateralized the commencement of a proceeding under the Bankruptcy Code with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject to the terms Borrower), then each Revolving Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and conditions set forth hereinprior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Credit Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Percentages (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 4.2(a)), provided that (x) all interest payable on the Swingline Loans shall be -------- for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Credit Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Credit Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) The Borrower may borrowhereby unconditionally promises to pay to the Administrative Agent (i) for the account of each Revolving Credit Lender, prepay the then unpaid principal amount of each Revolving Credit Loan of such Lender on the Revolving Credit Termination Date, (ii) for the account of the Swingline Lender, the then unpaid principal amount of each Swingline Loan of the Swingline Lender on the Revolving Credit Termination Date, and reborrow Loans under (iii) for the account of each TrancheReducing Revolving Credit Lender the then unpaid principal amount of each Reducing Revolving Credit Loan of such Lender on the Reducing Revolving Credit Termination Date.

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 herein, in this Agreement and in reliance upon the representations and warranties of Borrower herein set forth: (ai) each NAIC Tranche Lender severally agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency Committed Advances to one or more of the Borrowers Borrower from time to time during in amounts not to exceed in the Availability Period aggregate at any one time outstanding the amount of its Facility A Commitment, and (ii) each Lender may, in an its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.03; PROVIDED that (A) if any Competitive Bid Loans are outstanding and/or 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 such Competitive Bid Loans and of such Facility Letters of Credit for as long as, and to the extent that, they remain outstanding or unreimbursed, and the availability under the Facility A Commitment of each Lender shall accordingly be reduced on a PRO RATA basis in accordance with its Pro Rata Share, and (B) in no event may the aggregate principal amount of all outstanding Facility A Advances, Competitive Bid Advances and Swing Line Loans and the aggregate amount of all Facility Letter of Credit Obligations exceed the Aggregate Facility A Commitment; AND PROVIDED FURTHER, HOWEVER, that will the outstanding Competitive Bid Advances and Swing Line Loans of any Lender shall not result in (i) reduce the availability under such Lender’s NAIC Tranche Credit Exposure exceeding such Lender’s NAIC Tranche 's Facility A 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 Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the total Non-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. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, each the Borrower may borrow, prepay repay and reborrow Loans under each TrancheFacility A at any time prior to the Facility A Termination Date. The Facility A Commitments to lend hereunder shall expire on the Facility A Termination Date.

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Term Lender severally agrees to make NAIC Tranche Term Loans (in Dollars or Dollars) to the Borrower in any Agreed Foreign Currency up to one or more of the Borrowers two Borrowings from time to time during the Term Availability Period in a principal amount at the time each Term Loan is made not exceeding its Term Commitment at such time. (b) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans (in Dollars or, subject to Section 2.02(d), an Alternative Currency) to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount that will not result in (i) such Revolving Lender’s NAIC Tranche Revolving Credit Exposure exceeding such Revolving Lender’s NAIC Tranche Revolving Commitment, (ii) the sum of the total NAIC Tranche Revolving Credit Exposures exceeding the total NAIC Tranche Commitments or Revolving Commitments, (iii) the Dollar Equivalent sum 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 Assigned Dollar Amount and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more Values of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result of all outstanding Revolving Loans denominated in (i) such Lender’s Non-NAIC Tranche Euro plus the total LC Exposure attributable to Letters of Credit Exposure and LC Disbursements denominated in Euro exceeding such Lender’s Non-NAIC Tranche Commitmentthe Euro Limit, (iiiv) the sum of the Assigned Dollar Values of the aggregate principal amount of all outstanding Revolving Loans denominated in Sterling plus the total Non-NAIC Tranche LC Exposure attributable to Letters of Credit Exposures and LC Disbursements denominated in Sterling exceeding the Sterling Limit, (v) the sum of the Assigned Dollar Values of the aggregate principal amount of all outstanding Revolving Loans denominated in Kronor plus the total Non-NAIC Tranche Commitments LC Exposure attributable to Letters of Credit and LC Disbursements denominated in Kronor exceeding the Krona Limit, or (iiivi) the Dollar Equivalent sum of the total Credit Exposure (net Assigned Dollar Values of any amounts Cash Collateralized with respect thereto) the aggregate principal amount of all outstanding Revolving Loans denominated in an Agreed Foreign Currency Pesos plus the total LC Exposure attributable to Letters of Credit and LC Disbursements denominated in Pesos exceeding the Foreign Currency Sublimit Dollar Amount. Peso Limit. (c) Within the foregoing limits and subject to the terms and conditions set forth herein, each the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans under each Tranchemay not be reborrowed.