Common use of Loan Commitments Clause in Contracts

Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to Company in an amount not to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make, on from time to time during the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Date, Term Loans to the Borrower in an Initial aggregate amount up to but not exceeding such Lender’s Commitment. The Borrower may not borrow Term Loan to Company Loans on the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial Equity Contribution. The Borrower may not borrow Term Loan Commitment which shall be Loans on any Credit Date until the Closing Datedate that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining Commitments. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.13, 2.14(a) and 2.142.15, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loan Maturity Loans made on such Credit Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw make additional Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of (i) the date on which Plant Completion Date and (ii) the maximum permitted amount second anniversary of Delayed Draw Term Loans are funded the Closing Date to the extent such Commitment is unused or the Delayed Draw Term Loan Commitment Termination Datenot otherwise terminated prior to such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche X Term Loan to Company Borrower in Dollars in an amount not equal to exceed such Lender’s Initial Tranche X Term Loan Commitment; (ii) each Lender severally agrees to make, on the Closing Date, a Tranche A Term Loan to Borrower in Dollars in an amount equal to such Lender’s Tranche A Term Loan Commitment; (iii) each Lender severally agrees to make, on the Closing Date, a Tranche B-1 Term Loan to Borrower in Dollars in an amount equal to such Lender’s Tranche B-1 Term Loan Commitment; and (iv) each Lender severally agrees to make, on the Closing Date, a Tranche B-2 Term Loan to Borrower in Dollars in an amount equal to such Lender’s Tranche B-2 Term Loan Commitment. Company Borrower may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments, Tranche B-1 Term Loan Commitments, Tranche B-2 Term Loan Commitments and Tranche X Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Tranche X Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date, the Tranche B Term Loan Maturity Date and the Tranche X Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment, Tranche B-1 Term Loan Commitment, Tranche B-2 Term Loan Commitment and Tranche X Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment, Tranche B-1 Term Loan Commitment, Tranche B-2 Term Loan Commitment and Tranche X Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make, make the CCTP Term Loan on the Closing Date, an Initial CCTP Funding Date and the SPLNG Term Loan on the SPLNG Funding Date to Company Borrower in an amount not equal to exceed such Lender’s Initial Pro Rata Share of the requested CCTP Term Loan up to such Lender’s CCTP Tranche Commitment and such Lender’s Pro Rata Share of the requested SPLNG Term Loan up to such Lender’s SPLNG Tranche Commitment, respectively. Company Borrower may make only one borrowing two borrowings under the Initial Term Loan Commitment (the CCTP Term Loan and the SPLNG Term Loan), which shall be on the Closing CCTP Funding Date and the SPLNG Funding Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.12(a) (Voluntary Prepayments) and 2.142.13 (Mandatory Prepayments; Commitment Termination), all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Final Maturity Date. Each Term Loan Lender’s Initial Term Loan CCTP Tranche Commitment and SPLNG Tranche Commitment shall terminate immediately and without further action on the Closing CCTP Funding Date and SPLNG Funding Date, respectively, in each case, after giving effect to the funding in full of such Term Loan Lender’s Initial Pro Rata Share of the requested Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, (x) each Lender with an Initial Dollar Term Loan Commitment severally agrees to make, on the Closing Date, a Dollar Term Loan to the Borrower in an amount equal to such Lender’s Initial Dollar Term Loan Commitment and (y) each Lender with an Initial Pounds Sterling Term Loan Commitment severally agrees to make, on the Closing Date, an Initial Pounds Sterling Term Loan to Company the Borrower in an amount not equal to exceed such Lender’s Initial Pounds Sterling Term Loan Commitment. Company The Borrower may make only one borrowing under the Initial Dollar Term Loan Commitment which and only one borrowing under the Initial Pounds Sterling Term Loan Commitment, which, in each case, shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.11(a) and 2.142.12, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Term Loan Maturity DateLoans. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche A Term Loan Loan”) to Company the Borrower in Dollars in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment. Company The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.11(a) and 2.142.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loan Maturity DateLoans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, at any time during on the Delayed Draw Closing Date one or more term loans (each, an “Initial Tranche B Term Loan Commitment Period, Delayed Draw Term Loans Loan”) to Company the Borrower in Dollars in an amount not equal to exceed such Lender’s Delayed Draw Initial Tranche B Term Loan Commitment. Each Delayed Draw The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute on the aggregate amount of the remaining Delayed Draw Term Loan Commitment)Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.11(a) and 2.142.12, all amounts owed hereunder with respect to the Delayed Draw Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loan Maturity DateLoans. Each Lender’s Delayed Draw Initial Tranche B Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier Closing Date after giving effect to the funding of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw such Lender’s Initial Tranche B Term Loan Commitment Termination Dateon such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche A Term Loan to Company the Borrower in Dollars in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to the Borrower in Dollars in an amount equal to such Lender’s Tranche B Term Loan Commitment. Company The Borrower may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and the Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount amounts borrowed under this Section 2.1(a)(i2.01(a) with respect to the Tranche A Term Loan and the Tranche B Term Loan and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment and/or Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date Date, upon and after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment and/or Tranche B Term Loan on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each , (i) Each applicable Continuing Lender severally agrees that the Existing Term Loans made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an after the Effective Date as “Tranche C Term Loans” made pursuant to make, this Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing Term Loans and such Existing Term Loans shall on and after the Effective Date have all of the rights and benefits of Tranche C Term Loans as set forth in this Agreement and the other Credit Documents. (ii) Each Lender having a Tranche C Term Loan Commitment (other than a Continuing Lender except with respect to any amount of Tranche C Term Loan Commitment of such Continuing Lender in excess of the amount converted from Existing Term Loans pursuant to clause (i) above) severally agrees to lend to Company on the Closing Effective Date, an Initial a Tranche C Term Loan to Company in an amount not equal to exceed such Lender’s Initial Tranche C Term Loan Commitment. Company may make only one borrowing under the Initial Tranche C Term Loan Commitment which shall be on the Closing Effective Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche C Term Loans shall be paid in full no later than the Tranche C Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche C Term Loan Commitment shall terminate immediately and without further action on the Closing Effective Date after giving effect to the funding of such Lender’s Initial Tranche C Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “Loan” and, collectively, the “Loans”) to the Borrower, which Loans (i) Subject shall be made and maintained in the respective Available Currency elected by the Borrower and set forth in the applicable Notice of Borrowing; (ii) shall bear interest in accordance with Section 2.09, (iii) may only be incurred on a date occurring on or after the Initial Borrowing Date and prior to the Maturity Date; provided that (x) in no event shall the principal amount of Loans made in respect of any Trico Subsea AS Vessel prior to such Trico Subsea AS Vessel becoming a Mortgaged Vessel exceed 50% of the aggregate amount of the Pledged Refund Guarantees in respect of such Trico Subsea AS Vessel; (y) in no event shall the aggregate principal amount of Loans made in respect of all Trico Subsea AS Vessels which do not constitute Mortgaged Vessels exceed $25,000,000 (or the Dollar Equivalent thereof) and (z) in no event shall the principal amount of Loans made in respect of a Trico Subsea AS Vessel (including Loans made to finance or refinance advance and milestone payments under the Vessel Acquisition Agreements for such Trico Subsea AS Vessel and Loans made to finance payments under such Vessel Acquisition Agreements upon delivery of such Trico Subsea AS Vessel to the Borrower or its Subsidiaries) exceed $15,000,000 (or the Dollar Equivalent thereof) and (iv) shall not be required to be made by any Lender if after giving effect thereto, the Individual Exposure of such Lender would exceed the Revolving Loan Commitment of such Lender. Within the foregoing limits and subject to the terms and conditions hereof, each Lender severally agrees to makethe Borrower may borrow, on prepay and reborrow the Closing Date, an Initial Term Loan to Company in an amount not to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such dateLoans. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (ia) Subject As of the “Effective Date” (as hereinafter defined) of this Amendment and following satisfaction of all conditions thereto as set forth in Section 11 hereof, the amount of each Revolving Loan Lender’s Revolving Loan Commitment shall be the amount set forth on Schedule 1 attached hereto. (b) On the Effective Date of this Amendment the outstanding principal balance of the Revolving Loans shall be reallocated among the Revolving Loan Lenders such that the outstanding principal amount of Revolving Loans owed to each Revolving Loan Lender shall be equal to such Revolving Loan Lender’s Revolving Loan Commitment Percentage of the outstanding principal amount of all Revolving Loans. The participation interests of the Lenders in Swingline Loans and Letters of Credit shall be similarly adjusted. On the Effective Date, each of those Revolving Loan Lenders whose Revolving Loan Commitment Percentage is increasing shall advance the funds to the terms Administrative Agent and conditions hereof, each Lender severally agrees the funds so advanced shall be distributed among the Revolving Loan Lenders whose Revolving Loan Commitment Percentage is decreasing as necessary to make, on accomplish the Closing required reallocation of the outstanding Revolving Loans. (c) As of the Effective Date, an Initial Term Associated Bank, National Association (“Exiting Lender”) shall no longer be a Revolving Loan to Company in an amount not to exceed such Lender’s Initial Term Lender or have a Revolving Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which , and Exiting Lender shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid have no further duties or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder obligations with respect to the Initial Term Loans Revolving Loan Commitment from and after the Effective Date. The Lenders consent to any non-pro rata payment to Exiting Lender on the Effective Date as may be necessary to pay all principal, interest, fees and other amounts due to Exiting Lender with respect to its Revolving Loan Commitment and Revolving Loans, and Borrower shall be paid pay all such amounts due to Exiting Lender as of the Effective Date. Nothing herein shall effect any other Commitment of Exiting Lender other than the Revolving Loan Commitment of Exiting Lender. (d) For the avoidance of doubt, nothing in full no later than this Amendment modifies the Term Loan Maturity Date. Each Lender’s Initial Term Loan B Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment B Termination Date.

Loan Commitments. (i) Subject Pursuant to the terms and conditions hereofOriginal Credit Agreement, each the Initial Term Lender severally agrees to makemade, on the Closing Date, term loans to the Borrowers in an aggregate amount equal to $2,000,000,000 (such term loans, the “Initial Term Loan Loans”), which remain outstanding under this Agreement. Such aggregate amount was allocated to Company each Borrower in an accordance with the amounts listed on Schedule 2.1 for such Borrower, and the amount not so allocated to exceed a Borrower was lent directly by such Lender’s Lender to such Borrower. The Initial Term Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which shall be Loans were made on the Closing DateDate as Base Rate Loans. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the The Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate terminated immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such dateCommitments. (ii) Pursuant to the Existing Credit Agreement, the New Term Loan Lenders made, on the New Term Loan Closing Date, New Term Loans to the Borrowers in an aggregate amount equal to $1,000,000,000, which remain outstanding under this Agreement. Such aggregate amount was allocated to each Borrower in accordance with the amounts listed in Section 2.20(b) for such Borrower, and the amount so allocated to a Borrower was lent directly by such New Term Loan Lender to such Borrower. The New Term Loan Lenders’ New Term Loan Commitments terminated immediately and without further action on the New Term Loan Closing Date after giving effect to the funding of such New Term Loan Lenders’ New Term Loan Commitments. (iii) Subject to the terms and conditions hereof, including the terms and conditions set forth in Section 2.21(c), each Tranche 2 Term Loan Lender severally agrees to, from time to make, at any time during the Delayed Draw Term Loan Tranche 2 Commitment Period, Delayed Draw Term Loans lend sums to Company the Borrowers in an aggregate amount at any one time outstanding not to exceed in excess of such Lender’s Delayed Draw Tranche 2 Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Term Loan A to Company in an amount not equal to exceed such Lender’s Initial 's Term Loan A Commitment; and (ii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Term Loan B Commitment Termination Date a Term Loan B to Company in an amount equal to such Lender's Term Loan B Commitment. Company may make only one borrowing under the Initial Term Loan A Commitment which shall be on the Closing Date. Company may make only one borrowing under the Term Loan B Commitment, which may be made at any time from the Business Day after the Closing Date until the Term Loan B Commitment Termination Date and the proceeds of which shall be used solely to fund the cash consideration for Approved Acquisitions. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) 2.11, 2.12 and 2.142.13, all amounts owed hereunder with respect to the Initial Term Loans Loan A and the Term Loan B shall be paid in full no later than the Term Loan A Maturity Date and the Term Loan B Maturity Date, respectively. Each Lender’s Initial 's Term Loan A Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial 's Term Loan Commitment A Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw 's Term Loan B Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of (x) the Term Loan B Commitment Termination Date and (y) the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination DateB is funded (after giving effect to the funding of such Lender's Term Loan B Commitment, if any).

Loan Commitments. (i) Subject to the terms and conditions hereof, (x) each Lender severally agrees to make, on the Closing Third Restatement Date, an Initial Tranche B Term Loan Loans in Dollars to Company Borrower in an amount not equal to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be and (y) the Additional Series X-0 Xxxxxxx X Term Loan Lender agrees to make, on the Closing Amendment No. 16 Effective Date, a Tranche B Term Loan in Dollars to Borrower in an amount equal to the Additional Series X-0 Xxxxxxx X Term Commitment Amount. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Third Restatement Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw . The Additional Series X-0 Xxxxxxx X Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Additional Series X-0 Xxxxxxx X Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier Amendment No. 16 Effective Date after giving effect to the funding of such Lender’s Additional Series X-0 Xxxxxxx X Term Commitment on such date. (b) Borrowing Mechanics for Tranche B Term Loans on the Third Restatement Date. (i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice for Tranche B Term Loans no later than three days prior to the Third Restatement Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the date proposed borrowings. - 57 - (ii) Each Lender shall make its Tranche B Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on which the maximum permitted Third Restatement Date, by wire transfer of same day funds in Dollars at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Tranche B Term Loans available to Borrower on the Third Restatement Date by causing an amount of Delayed Draw Term same day funds in Dollars equal to the proceeds of all such Loans are funded received by Administrative Agent from Lenders to be credited to the account of Borrower, at the Principal Office designated by Administrative Agent or the Delayed Draw Term Loan Commitment Termination Dateto such other account as may be designated in writing to Administrative Agent by Borrower.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) (x) each applicable Continuing Lender severally agrees that the Existing Domestic Term Loans made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an after the Effective Date as “Domestic Tranche C Term Loans” made pursuant to makethis Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing Domestic Term Loans and such Existing Domestic Term Loans shall on and after the Effective Date have all of the rights and benefits of Domestic Tranche C Term Loans as set forth in this Agreement and the other Credit Documents and (y) each Lender having a Domestic Tranche C Term Loan Commitment (other than a Continuing Lender except with respect to any amount of Domestic Tranche C Term Loan Commitment of such Continuing Lender in excess of the amount converted from Existing Domestic Term Loans pursuant to clause (i)(x) above) severally agrees to lend to the U.S. Borrower in Dollars on the Effective Date, a Domestic Tranche C Term Loan in an amount equal to such Lender’s Tranche C Term Loan Commitment; (ii) (x) each applicable Continuing Lender severally agrees that the Existing European Term Loan A made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an after the Effective Date as “European Term Loan C1” made pursuant to this Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing European Term Loan A and such Existing European Term Loan A shall on and after the Effective Date have all of the rights and benefits of European Term Loan C1 as set forth in this Agreement and the other Credit Documents and (y) each Lender having a European Term Loan C1 Commitment (other than a Continuing Lender except with respect to any amount of European Term Loan C1 Commitment of such Continuing Lender in excess of the amount converted from the Existing European Term Loan A pursuant to clause (ii)(x) above) severally agrees to lend to EuroCo, on the Closing Effective Date, an Initial Term Loan to Company a term loan in Euro in an amount not equal to exceed such Lender’s Initial European Term Loan C1 Commitment; and (iii) (x) each applicable Continuing Lender severally agrees that the Existing European Term Loan B made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an after the Effective Date as “European Term Loan C2” made pursuant to this Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing European Term Loan B and such Existing European Term Loan B shall on and after the Effective Date have all of the rights and benefits of European Term Loan C2 as set forth in this Agreement and the other Credit Documents and (y) each Lender having a European Term Loan C2 Commitment (other than a Continuing Lender except with respect to any amount of European Term Loan C2 Commitment of such Continuing Lender in excess of the amount converted from the Existing European Term Loan B pursuant to clause (iii)(x) above) severally agrees to lend to EuroHoldco, on the Effective Date, a term loan in Euro in an amount equal to such Lender’s European Term Loan C2 Commitment. Company The applicable Borrower may make only one borrowing under each of the Initial Domestic Tranche C Term Loan Commitment and the European Term Loan Commitments which shall be on the Closing Effective Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Domestic Tranche C Term Loans and the European Term Loans shall be paid in full no later than the Domestic Tranche C Term Loan Maturity Date and the European Term Loan Maturity Date, respectively. Each Lender’s Initial Domestic Tranche C Term Loan Commitment and European Term Loan Commitments shall terminate immediately and without further action on the Closing Effective Date after giving effect to the funding of such Lender’s Initial Domestic Tranche C Term Loan Commitment and European Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche A Term Loan to Company Borrower in an amount not equal to exceed such Lender’s Tranche A Term Loan Commitment; (ii) each Lender severally agrees to make, on the Closing Date, Tranche B Term Loans to Borrower in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment, such Loans to be provided in two drawings: (x) the Initial Draw Tranche B Term Loans and (y) the Second Draw Tranche B Term Loans; and (iii) each Lender severally agrees to make, on the Delayed Draw Funding Date, a Delayed Draw Term Loan to Borrower in an amount equal to such Lender’s Delayed Draw Commitment. Company The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment Commitments, which shall be on the Closing Date. The Borrower may make two borrowings under the Initial Tranche B Term Loan Commitments, each of which shall be on the Closing Date. The Borrower may make only one borrowing under the Delayed Draw Commitments, which shall be on the Delayed Draw Funding Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche A Term Loan Commitment and Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Tranche A Term Loan Commitment and Initial Tranche B Term Loan Commitment on such date. date (ii) Subject to which, for purposes of the terms and conditions hereof, each Lender severally agrees to make, at any time during termination of the Delayed Draw Initial Tranche B Term Loan Commitment PeriodCommitments, Delayed shall include the funding of the Initial Draw Tranche B Term Loans and the Second Draw Tranche B Term Loans to Company in an amount not to exceed be funded by such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan CommitmentLender thereunder). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier Delayed Draw Commitment Termination Date, regardless of the date on which the maximum permitted amount of whether any Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Datemade on such date.

Loan Commitments. (ia) Loan Commitments. Subject to the terms and conditions hereof, each Tranche B Term Loan Lender severally agrees to make, on the Closing Date, an Initial a Tranche B Term Loan to Company Borrower in an amount not equal to exceed such Lender’s Initial Tranche B Term Loan Commitment. Company Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment Commitments, which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Tranche B Term Loan Maturity Date. Each Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereofset forth herein, each (x) the Additional Term B-1 Lender severally agrees to make, at any time during make to the Delayed Draw Borrower a loan denominated in Dollars (together with each Loan converted from a Converted Tranche B Term Loan pursuant to clause (y) below, a “Tranche B-1 Term Loan”) equal to the Additional Tranche B-1 Term Commitment Period, Delayed Draw on the Amendment No. 2 Effective Date and (y) each Converted Tranche B Term Loans Loan of each Amendment No. 2 Consenting Lender shall be converted into a Tranche B-1 Term Loan of such Lender effective as of the Amendment No. 2 Effective Date in a principal amount equal to Company in an the principal amount not to exceed of such Lender’s Delayed Draw Converted Tranche B Term Loan Commitmentimmediately prior to such conversion; provided that the Tranche B-1 Term B Loans shall initially consist of Eurodollar Loans. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount Amounts borrowed under this Section 2.1(a)(ii2. 1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Tranche B-1 Term Loans shall may be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without Base Rate Loans or Eurodollar Rate Loans, as further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Dateprovided herein.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial (A) a Dollar Tranche A Term Loan to Company the Foreign Borrower in an amount not equal to exceed such Lender’s Initial Dollar Tranche A Term Loan Commitment and (B) a Euro Tranche A Term Loan to the Spanish Borrower in an amount equal to such Lender’s Euro Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Tranche B Term Loan Commitment. Company The Borrowers may make only one borrowing under each of the Initial Dollar Tranche A Term Loan Commitment Commitments, the Euro Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments, which shall be on the Closing Date. Each Lender may, at its option, make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided, that (i) with respect to a Lender under the Dollar Tranche A Term Loan that is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender, (ii) with respect to a Lender under the Euro Tranche A Term Loan that is a Spanish Qualifying Lender, such branch or Affiliate qualifies as a Spanish Qualifying Lender, and (iii) any exercise of such option shall not affect in any manner the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this Agreement. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Dollar Tranche A Term Loans, the Euro Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Dollar Tranche A Term Loan Maturity Date, the Euro Tranche A Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche A Term Loan to Company the Foreign Borrower in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, (A) a U.S. Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s U.S. Tranche B Term Loan Commitment and (B) a Foreign Tranche B Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche B Term Loan Commitment. Company The Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments, the U.S. Tranche B Term Loan Commitments and Foreign Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Term Loan A to Company Borrowers in an amount not equal to exceed such Lender’s Initial Term Loan A Commitment; and (ii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Term Loan B Commitment Termination Date, one or more Term Loan Bs to Borrowers in an aggregate amount equal to such Lender’s Term Loan B Commitment. Company Borrowers may make only one borrowing under the Initial Term Loan A Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(aSection 2.11(a) and 2.14Section 2.12, all amounts owed hereunder with respect to the Initial Term Loans Loan A and the Term Loan B shall be paid in full no later than the Term Loan A Maturity Date and the Term Loan B Maturity Date, respectively. Each Lender’s Initial Term Loan A Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment A Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan B Commitment shall (A) be permanently reduced immediately and without further action reduce on upon the funding of each Credit Term Loan B after the Closing Date by in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (b) of the amount definition thereof) of Delayed Draw such funded Term Loans made by such Lender on such Credit Date and (B) Loan B. Each Lender’s Term Loan B Commitment shall terminate immediately and without further action on the earlier to occur of (i) the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan B Maturity Date and (ii) the Term Loan B Commitment Termination DateDate after giving effect to the funding of such Lender’s Term Loan B Commitment, if any, on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche A Term Loan to Company the Borrowers in an amount not equal to exceed such Lender’s Initial 's Tranche A Term Loan Commitment; and CREDIT AND GUARANTY AGREEMENT EXECUTION (ii) each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to the Borrowers in an amount equal to such Lender's Tranche B Term Loan Commitment. Company The Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment and Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial 's Tranche A Term Loan Commitment and Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial 's Tranche A Term Loan Commitment and Tranche B Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, immediately after the conversion described in Section 2.1(a), (i) each Lender with a Tranche A Term Loan Commitment (other than Existing Lenders with Tranche A Term Loan Commitments) severally agrees to makemake by means of the purchase of part of the Term Loans from the Existing Lenders in accordance with Section 2.1(c), on the Closing Effective Date, an Initial a Tranche A Term Loan to Company in an amount not equal to exceed such Lender’s Initial 's Tranche A Term Loan Commitment. Company may make only one borrowing under the Initial ; and (ii) each Lender with a Tranche B Term Loan Commitment which shall be (other than Existing Lenders with Tranche B Term Loan Commitments) severally agrees to make by means of the purchase of part of the Term Loans from the Existing Lenders in accordance with Section 2.1(c), on the Closing Effective Date. Any , a Tranche B Term Loan in an amount borrowed equal to such Lender's Tranche B Term Loan Commitment All Term Loans owing under this Section 2.1(a)(i) Agreement and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) 2.13 and 2.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the applicable Term Loan Maturity Date. Each Lender’s Initial 's Term Loan Commitment shall terminate immediately and without further action on the Closing Effective Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Sections 2.1(a) and (ii) Subject b). Notwithstanding anything herein to the terms and conditions hereofcontrary, each Lender severally agrees the Effective Date shall be the last day of the Interest Period applicable to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Existing Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount current as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of at the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Datethis Agreement and Borrower shall select new Interest Periods as set forth in Section 2.8(b).

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial (x) a U.S. Tranche A Term Loan to Company the U.S. Borrower in an amount not equal to exceed such Lender’s Initial U.S. Tranche A Term Loan Commitment and (y) a Foreign Tranche A Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, (x) a U.S. Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s U.S. Tranche B Term Loan Commitment and (y) a Foreign Tranche B Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche B Term Loan Commitment. Company the Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing DateRestatement Date and on two (2) additional Term Loan Draw Dates at any time during the Availability Period, an Initial a Tranche A Term Loan to Company the Borrower in Dollars in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Restatement Date and on two (2) additional Term Loan Draw Dates at any time during the Availability Period, a Tranche B Term Loan to the Borrower in Dollars in an amount equal to such Lender’s Tranche B Term Loan Commitment. Company If the Third Wave Merger is consummated on the Restatement Date, the Borrower may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and the Tranche B Term Loan Commitments which shall be on the Closing Restatement Date. If the Third Wave Merger is not consummated on the Restatement Date, the Borrower may make (i) one borrowing under each of the Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments on the Restatement Date and (ii) two additional borrowings during the Availability Period (each date on which such additional borrowing is made, a “Term Loan Draw Date”). Any amount amounts borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment and/or Tranche B Term Loan Commitment, as the case may be, shall be automatically reduced immediately and without further action on the Restatement Date and on each Term Loan Draw Date in the amount of such Lender’s Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, funded on such date. The remaining amount of all unfunded Tranche A Term Loan Commitments and Tranche B Term Loan Commitments in effect on the Term Loan Commitment Termination Date shall terminate immediately and without further action on the Closing Date such date, after giving effect to the funding of such Lender’s Initial the Tranche A Term Loan Commitment Loans and/or Tranche B Term Loans, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) On the Closing Date, the Original Lenders made Tranche A Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,700,000,000 and Tranche B Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,375,000,000. On the Restatement Date, the Lenders made Tranche A Term Loans and Tranche B Term Loans to the U.S. Borrower in the amounts equal to their applicable First Amendment Tranche A Term Loan Commitments and First Amendment Tranche B Term Loan Commitments. Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing RestatementSecond Amendment Date, an Initial a Second Amendment Incremental Tranche A Term Loan to Company the U.S. Borrower in an amount not equal to exceed such Lender’s Initial its FirstSecond Amendment Tranche A Term Loan Commitment; and(ii) each Lender severally agrees to make, on the Restatement Date, a Tranche B Term Loan to the U.S. Borrower in an amount equal to its First Amendment Tranche B Term Commitment. Company The U.S. Borrower may make only one borrowing under each of the First Amendment Tranche A Term Loan Commitments and the First Amendment Tranche B Term Loan Commitments, which shall be on the Restatement Date. The U.S. Borrower may make only one borrowing under the Initial Second Amendment Tranche A Term Loan Commitment which shall be on the Closing Second Amendment Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the applicable Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial FirstSecond Amendment Tranche A Term Loan Commitment Commitments and First Amendment Tranche B Term Loan CommitmentsCommitment shall terminate immediately and without further action on the Closing RestatementSecond Amendment Date after giving effect to the funding of such Lender’s Initial Second Amendment Incremental Tranche A Term Loan Commitment Loans and Tranche B Term LoansLoan on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) On the Closing Date, the Original Lenders made Tranche A Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,700,000,000 and Tranche B Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,375,000,000. Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Restatement Date, an Initial a Tranche A Term Loan to Company the U.S. Borrower in an amount not equal to exceed such Lender’s Initial its First Amendment Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Restatement Date, a Tranche B Term Loan to the U.S. Borrower in an amount equal to its First Amendment Tranche B Term Commitment. Company The U.S. Borrower may make only one borrowing under each of the Initial First Amendment Tranche A Term Loan Commitment Commitments and the First Amendment Tranche B Term Loan Commitments, which shall be on the Closing Restatement Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all NY\6180200.13 amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial First Amendment Tranche A Term Loan Commitment Commitments and First Amendment Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Restatement Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Loans and Tranche B Term Loans on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, : (i) each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to Company in an amount not equal to exceed such LenderLxxxxx’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, at any time after the Fourth Amendment Effective Date and prior to the Delayed Draw Commitment Termination Date one or more Delayed Draw Term Loans to Company in an aggregate amount not to exceed such Lxxxxx’s Delayed Draw Term Loan Commitment immediately prior to giving effect to any such Delayed Draw Term Loan. The Company may make only one borrowing under the Initial Term Loan Commitment Commitment, which shall be borrowing may only occur on the Closing Date. Company may make one or more borrowings of the Delayed Draw Term Loan Commitment, which borrowings may only occur during the Delayed Draw Commitment Period. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.11(a) and 2.142.13, all amounts owed hereunder with respect to the Initial Term Loans and the Delayed Draw Term Loans shall be paid Paid in full Full no later than the Initial Term Loan Maturity Date and the Delayed Draw Term Loan Maturity Date, respectively. Each Lender’s Initial Term Loan Commitment shall terminate immediately and fully without further action on the Closing Date after giving effect to by any Person upon the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Closing Date. Each Lender’s Delayed Draw Term Loan Commitment shall (Ax) immediately automatically and without further action reduce on each Credit Date permanently be reduced by the amount of each Delayed Draw Term Loans Loan made by such Lender on such Credit Date hereunder, and (By) terminate immediately and without further action by any Person on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereofof the First Amendment, each Refinancing Term Lender (as defined therein) severally agrees to make, on the Closing First Amendment Effective Date, an Initial a Tranche A Term Loan to Company the Borrower in Dollars in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment; and (ii) subject to the terms and conditions hereofof the Second Amendment, each Refinancing Term Lender (as defined therein) severally agrees to make, on the ClosingSecond Amendment Effective Date, a Tranche B Term Loan to the Borrower in Dollars in an amount equal to such Lender’s Tranche B Term Loan Commitment. Company The Borrower may make (x) only one borrowing under the Initial Tranche B Term Loan Commitment Commitments which shall be on the Closing ClosingSecond Amendment Effective Date and (y) only one borrowing under the Tranche A Term Loan Commitments which shall be on the First Amendment Effective Date. Any amount amounts borrowed under this Section 2.1(a)(i2.01(a) with respect to the Tranche A Term Loan and the Tranche B Term Loan and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial (i) Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date First Amendment Effective Date, and (ii) Tranche B Term Loan Commitment shall terminate immediately and without further action on the ClosingSecond Amendment Effective Date, in each case, upon and after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment and/or Tranche B Term Loan on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, (i) each Continuing Lender severally agrees that a portion of the Series A Term Loans of such Continuing Lender in an amount equal to make, such Continuing Lender’s Series B Term Loan Commitment shall remain outstanding on an after the Restatement Closing Date as “Series B Term Loans” made pursuant to this Agreement in an amount equal to such Continuing Lender’s Series B Term Loan Commitment and such existing Series A Term Loans shall on and after the Restatement Closing Date have all of the rights and benefits of Series B Term Loans as set forth in this Agreement and the other Credit Documents and (ii) each Lender having a Series B Term Loan Commitment (other than a Continuing Lender) severally agrees to lend to Gathering on the Restatement Closing Date, an Initial a Series B Term Loan to Company in an amount not equal to exceed such Lender’s Initial Series B Term Loan Commitment. Company Gathering may make only one borrowing under the Initial Series B Term Loan Commitment which shall be on the Restatement Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Series B Term Loans shall be paid in full no later than the Series B Term Loan Maturity Date. Each Lender’s Initial Series B Term Loan Commitment shall terminate immediately and without further action on the Restatement Closing Date after giving effect to the funding of such Lender’s Initial Series B Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject From time to time on any Business Day occurring from and after the Effective Date but prior to the terms and conditions hereof, Revolving Loan Commitment Termination Date, (a) each Lender severally that has a Revolving Loan Commitment (referred to as a "Revolving Loan Lender") agrees that it will make loans (relative to make, on the Closing Date, an Initial Term Loan to Company in an amount not to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i, its "Revolving Loans") and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect in Dollars to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect Borrowers equal to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount 's Percentage of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of each Borrowing of the remaining Delayed Draw Term Revolving Loans requested by such Borrower to be made on such day; (b) the Swing Line Lender agrees that (i) it will make loans (its "Swing Line Loans") in Dollars to the Borrowers equal to the principal amount of the Swing Line Loan Commitment)requested by such Borrower to be made on such day and (ii) it will make loans (its "Other Currency Swing Line Loans") in an Other Currency to the Borrowers equal to the principal amount of the Other Currency Swing Line Loans requested by such Borrower to be made on such date. Any amount borrowed under The Commitment of the Swing Line Lender described in subclause (i) of clause (b) of this Section 2.1(a)(ii2.1.1 is herein referred to as its "Swing Line Commitment" and the Commitment of the Swing Line Lender described in subclause (ii) and subsequently repaid or prepaid may not be reborrowed. Subject of clause (b) of this Section 2.1.1 is herein referred to Sections 2.13(aas its "Other Currency Swing Line Commitment"; (c) and 2.14each Other Currency Lender (other than Participating Lenders, all amounts owed hereunder with respect to the Delayed Draw Term whose Other Currency Loans shall be paid made by the Administrative Agent in full no later than accordance with Section 2.3.3) agrees that it will make loans (its "Other Currency Loans") in Other Currency to the Term Borrowers equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Other Currency Loans requested by such Borrower to be made on such day. The Commitment of each Other Currency Lender described in this clause is herein referred to as its "Other Currency Loan Maturity DateCommitment". Each On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Loans. No Revolving Loan Lender may make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amounts of all Revolving Loans of such Revolving Loan Lender’s Delayed Draw Term , plus such Lender's Percentage of the aggregate outstanding principal amount of all Other Currency Loans, Swing Line Loans and Other Currency Swing Line Loans, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings and Loan Note Guaranty Obligations, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment shall Amount. Furthermore, the Swing Line Lender may not make Swing Line Loans or Other Currency Swing Line Loans if, after giving effect thereto, (Aa) immediately and without further action reduce on each Credit Date the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount, (b) the aggregate outstanding principal amount of all Other Currency Swing Line Loans would exceed the then existing the Other Currency Swing Line Commitment Amount or (c) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of the aggregate outstanding principal amount of Delayed Draw Term all Swing Line Loans, Other Currency Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender's Percentage of the aggregate amount of Letter of Credit Outstandings and all Loan Note Guaranty Obligations plus the Swing Line Lender's Percentage of the aggregate outstanding principal amount of all Other Currency Loans would exceed the Swing Line Lender's Percentage of the then existing Revolving Loan Commitment Amount. Additionally, no Other Currency Lender may make any Other Currency Loans if, after giving effect thereto, unless otherwise agreed to by such Other Currency Lender, in its sole discretion, the sum of the aggregate outstanding principal amount of all Other Currency Loans and Revolving Loans made by such Other Currency Lender on plus such Credit Date and (B) terminate immediately and without further action on the earlier Other Currency Lender's Percentage of the date on which the maximum permitted aggregate amount of Delayed Draw Term Letter of Credit Outstandings and all Loan Note Guaranty Obligations plus such Other Currency Lender's Percentage of the aggregate outstanding principal amount of all Swing Line Loans are funded or and Other Currency Swing Line Loans would exceed the Delayed Draw Term Other Currency Lender's Percentage of the then existing Revolving Loan Commitment Termination DateAmount."

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche A Term Loan to Company the U.S. Borrower in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Tranche B Term Loan Commitment. Company The U.S. Borrower may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of NY\5627635.16 such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial (A) a U.S. Tranche A Term Loan to Company the U.S. Borrower in an amount not equal to exceed such Lender’s Initial U.S. Tranche A Term Loan Commitment and (B) a Foreign Tranche A Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, (A) a U.S. Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s U.S. Tranche B Term Loan Commitment and (B) a Foreign Tranche B Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche B Term Loan Commitment. Company The Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereofin the Original Credit Agreement, the Term Loan Lenders made Initial Term Loans to the Borrower on the Closing Date in the original aggregate principal amount of $515,000,000. Subject to the terms and conditions set forth in the Original Credit Agreement and in the First Joinder Agreement, certain Term Loan Lenders made New Term Loans (as defined in the Original Credit Agreement) to the Borrower on the Increased Amount Date (as defined in the First Joinder Agreement). Subject to the terms and conditions set forth herein and in the Amendment Agreement, each New Term Loan Lender party to the Amendment Agreement severally agrees to make, on the Closing Amendment and Restatement Date, an Initial a New Term Loan to Company the Borrower in an amount not equal to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial New Term Loan Commitment which as set forth in the Amendment Agreement. For the avoidance of doubt, as of the Amendment and Restatement Date, all New Term Loans made to the Borrower as described in this Section 2.1(a)(i) shall be on the Closing Date. deemed to be Initial Term Loans under this Agreement. (ii) Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Term Loans. The Initial Term Loan Maturity Commitments of the Lenders under the Original Credit Agreement terminated on the Closing Date. Each New Term Loan Lender’s Initial New Term Loan Commitment shall terminate immediately and without further action on the Closing Amendment and Restatement Date after giving effect to the funding of such New Term Loan Lender’s Initial New Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date and on the Restatement Date, Tranche A Term Loans to the Companies an Initial Term Loan to Company in an aggregate amount not to exceed such Lender’s Initial Tranche A Term Loan Commitment; (ii) each Lender severally agrees to make, on the Restatement Date, a Tranche B Term Loan to the Companies in an amount equal to such Lender’s Tranche B Term Loan Commitment; and (iii) each Lender severally agrees to make at any time prior to the MDTL Commitment Termination Date one or more MDTL Term Loans to the Companies in an aggregate amount equal to such Lender’s MDTL Commitment. Company The Companies may make only two borrowings under the Tranche A Term Loan Commitment on the Closing Date and Restatement Date and only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Restatement Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.11(a) and 2.142.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans, Tranche B Term Loans and MDTL Term Loans shall be paid in full no later than on the Tranche A Term Loan Maturity Date, Tranche B Term Loan Maturity Date and MDTL Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment and Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Restatement Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment and such Lender’s Tranche B Term Loan Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan MDTL Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier MDTL Commitment Termination Date after giving effect to the funding of such Lender’s MDTL Commitment, if any, on such date. The Companies acknowledge and agree that (A) on the Closing Date, the Lenders severally made “Tranche A Term Loans” (as defined in the Prior Credit Agreement) in an aggregate principal amount equal to $40,000,000 (“Existing Tranche A Term Loans”), (B) as of the date on which Restatement Date, the maximum permitted aggregate outstanding principal amount of Delayed Draw the Tranche A Term Loans are funded or is equal to $40,000,000, and (C) the Delayed Draw outstanding balance of such Existing Tranche A Term Loans shall continue to be outstanding hereunder as Tranche A Term Loans. After the amendment and restatement of the Prior Credit Agreement is given effect, an additional Tranche A Term Loan Commitment Termination consisting of $25,500,000 aggregate principal amount of such Term Loan shall be advanced on the Restatement Date.

Loan Commitments. (i) Subject Pursuant to the terms and conditions hereofOriginal Credit Agreement, each the Initial Term Lender severally agrees to makemade, on the Closing Date, term loans to the Borrowers in an aggregate amount equal to $2,000,000,000 (such term loans, the “Initial Term Loan Loans”). Such aggregate amount was allocated to Company each Borrower in an accordance with the amounts listed on Schedule 2.1 for such Borrower, and the amount not so allocated to exceed a Borrower was lent directly by such Lender’s Lender to such Borrower. The Initial Term Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which shall be Loans were made on the Closing DateDate as Base Rate Loans. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the The Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate terminated immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment Commitments. (ii) Pursuant to the First Restated Credit Agreement, the New Term Loan Lenders made, on the New Term Loan Closing Date, New Term Loans to the Borrowers in an aggregate amount equal to $1,000,000,000. Such aggregate amount was allocated to each Borrower in accordance with the amounts listed in Section 2.20(b) for such Borrower, and the amount so allocated to a Borrower was lent directly by such New Term Loan Lenders to such Borrower. The New Term Loan Lenders’ New Term Loan Commitments terminated immediately and without further action on the New Term Loan Closing Date after giving effect to the funding of such New Term Loan Lenders’ New Term Loan Commitments. (iii) Pursuant to the Existing Credit Agreement, the Tranche 2 Term Loan Lenders made, on the Tranche 2 Effective Date, Tranche 2 Term Loans to the Borrowers in an aggregate amount equal to $4,500,000,000. Such aggregate amount was allocated to each Borrower in accordance with the amounts listed in Section 2.21(b) for such Borrower, and the amount so allocated to a Borrower was lent directly by such Tranche 2 Term Loan Lenders to such Borrower. The Tranche 2 Term Loan Lenders’ Tranche 2 Term Loan Commitments terminated on the Tranche 2 Effective Date after the making of the Tranche 2 Term Loans on such date. (iiiv) Subject to the terms and conditions hereofhereof and the conditions set forth in the Third Restatement Agreement, each Tranche 3 Term Loan Lender severally agrees to, on the Third Restatement Effective Date, lend sums to make, the Borrowers in an aggregate amount at any one time during the Delayed Draw outstanding not in excess of such Lender’s Tranche 3 Term Loan Commitment Period(which, Delayed Draw in the case of Tranche 1 Term Loan Lenders and Tranche 2 Term Loan Lenders under the Existing Credit Agreement that agree pursuant to the Third Restatement Agreement to convert their Tranche 1 Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw and Tranche 2 Term Loan Commitment. Each Delayed Draw Loans, respectively, into Tranche 3 Term Loan Loans, shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made effected by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Dateconversion).

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Restatement Date, Initial Draw Tranche A Term Loans in Dollars to Borrower in an amount equal to such Lender’s Initial Draw Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to Company make, on each Delayed Draw Funding Date, Delayed Draw Term Loans in Dollars to Borrower in an amount not to exceed such Lender’s Initial Term Loan Delayed Draw Commitment. Company Borrower may make only one borrowing under the Initial Draw Tranche A Term Loan Commitment Commitments, which shall be on the Closing Restatement Date. Borrower may make up to three (3) borrowings each in a minimum amount of no less than $50,000,000 under the Delayed Draw Commitments, which shall be on the Delayed Draw Funding Dates. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date. Each Lender’s Initial Draw Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Restatement Date after giving effect to the funding of such Lender’s Initial Draw Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier Delayed Draw Commitment Termination Date, regardless of the date on which the maximum permitted amount of whether any Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Datemade on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, (i) each Lender with a Term Loan Commitment to make Closing Date Term Loans severally agrees to make, on the make a Closing Date, an Initial Date Term Loan to Company in an amount not equal to exceed such Lender’s Initial 's Term Loan Commitment for Closing Date Term Loans, (ii) NTL Delaware agrees to make a Delaware Term Loan to Company (with NCC as a co-obligor) in an amount equal to NTL Delaware's Term Loan Commitment, and (iii) each Lender with a Term Loan Commitment to make Deferred Draw Term Loans severally agrees to make a Deferred Draw Term Loan to Company in an amount equal to such Lender's Term Loan Commitment for Deferred Draw Term Loans. Company may only make only one borrowing borrowings under the Initial Term Loan Commitment which shall be Commitments on the Closing Datedates set forth in clause (b) below. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) 2.8 and 2.142.9, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial 's Term Loan Commitment shall terminate be reduced immediately and without further action on the Closing Date after giving effect to each date of the funding of such Lender’s Initial 's Term Loan Commitment by an amount equal to the amount so funded on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Term Lender severally agrees to make, on the Closing Date, an Initial (A) a Dollar Tranche B Term Loan to Company the U.S. Borrower in an amount not equal to exceed such Lender’s Initial Dollar Tranche B Term Loan Commitment and (B) a Euro Tranche B Term Loan to the Spanish Borrower in an amount equal to such Lender’s Euro Tranche B Term Loan Commitment. Company The Borrowers may make only one borrowing under each of the Initial Dollar Tranche B Term Loan Commitment Commitments and the Euro Tranche B Term Loan Commitments, which shall be on the Closing Date. Each Lender may, at its option, make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided, that (i) respect to a Lender under the Euro Tranche B Term Loan that is a Spanish Qualifying Lender, such branch or Affiliate qualifies as a Spanish Qualifying Lender, and (ii) any exercise of such option shall not affect in any manner the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this Agreement. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Dollar Tranche B Term Loans and the Euro Tranche B Term Loans shall be paid in full no later than the Dollar Tranche B Term Loan Maturity Date and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche B Term Loan Commitment Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender “Term Loan Lender” severally agrees to make, or be deemed to make pursuant to this Section 2.1(a)(i), on the Closing Funding Date, an Initial a Term Loan to Company Borrower in Dollars in an amount not equal to exceed such Lender’s Initial Term Loan Commitment. Company Subject to the terms and conditions hereof and of the Cashless Roll Letter, each Original Term Lender that has elected in a Lender New Commitment (as defined in the Cashless Roll Letter) to exchange all or a portion of the Original Term Loans held by such Original Term Lender under the APLP Credit Agreement for Term Loans hereunder agrees that the Original Term Loans held by such Original Term Lender under the APLP Credit Agreement in a principal amount equal to the amount specified in the Lender New Commitment executed by such Original Term Lender (such amount, for each such Original Term Lender, the “Rolled Amount”) shall become and constitute, and have all the rights and benefits of, Term Loans as set forth in this Agreement and the other Credit Documents, in an equal principal amount. The conversion of Original Term Loans of an Original Term Lender shall be deemed to satisfy, dollar for dollar, such Original Term Lender’s Term Loan Commitment in an amount equal to the Rolled Amount of such Lender. Each Original Term Lender’s Term Loan Commitment shall terminate immediately and without further action on the Funding Date after giving effect to the conversion of such Lender’s Original Term Loan on the Funding Date; provided that, to the extent the Rolled Amount of Original Term Loans held by such Original Term Lender does not fully satisfy such Original Term Lender’s Term Loan Commitment, such Original Term Lender shall in addition to such conversion make a Term Loan to Borrower on the Funding Date pursuant to this Section 2.1(a)(i) in an amount equal to such shortfall. (ii) Borrower may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Funding Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.14(a) and 2.142.15, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity DateDate applicable to such Term Loans. Each Term Loan Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Funding Date after giving effect to the funding in full of such Term Loan Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. From time to time on any Business Day occurring from and after the Effective Date but prior to the applicable Commitment Termination Date, (ia) Subject each Lender that has a Current Assets Loan Commitment (referred to as a "Current Assets Lender"), agrees that it will make loans (relative to such Lender, its "Current Assets Loans") to each Borrower requesting Current Assets Loans equal to such Lender's Current Assets Loan Percentage of the aggregate amount of each Borrowing of Current Assets Loans requested by such Borrower to be made on such day, subject to the limits set forth in Section 2.1.3; (b) each Lender that has a Fixed Assets Loan Commitment (referred to as a "Fixed Assets Lender") agrees that it will make loans (relative to such Lender, its "Fixed Assets Loans") to each Borrower requesting Fixed Assets Loans equal to such Lender's Fixed Assets Loan Percentage of the aggregate amount of each Borrowing of Fixed Assets Loans requested by such Borrower on such day, subject to the limits set forth in Section 2.1.3; and (c) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to each Borrower requesting Swing Line Loans equal to the principal amount of the Swing Line Loan requested by such Borrower to be made on such day, subject to the limits set forth in Section 2.1.3. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, each Lender severally agrees Borrower may from time to maketime borrow, on the Closing Date, an Initial Term Loan to Company in an amount not to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) repay and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such datereborrow Loans. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”) agrees that it will make (i) Subject loans (relative to such Lender, its “Tranche A Loans”) in Dollars to the Borrowers and (ii) loans (relative to such Lender, its “Tranche B Loans”) in Dollars to the Loan Note Issuers, in each case, equal to such Lender’s Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by such Borrower to be made on such day; (b) the Swing Line Lender agrees that (i) it will make loans (its “Swing Line Loans”) in Dollars to the Borrowers equal to the principal amount of the Swing Line Loan requested by such Borrower to be made on such day and (ii) it will make loans (its “Other Currency Swing Line Loans”) in an Other Currency to the Borrowers equal to the principal amount of the Other Currency Swing Line Loans requested by such Borrower to be made on such date. The Commitment of the Swing Line Lender described in subclause (i) of clause (b) of this Section 2.1.1 is herein referred to as its “Swing Line Commitment” and the Commitment of the Swing Line Lender described in subclause (ii) of clause (b) of this Section 2.1.1 is herein referred to as its “Other Currency Swing Line Commitment”; (c) each Other Currency Lender (other than Participating Lenders, whose Other Currency Loans shall be made by the Administrative Agent in accordance with Section 2.3.3) agrees that it will make (i) loans (its “Tranche A Other Currency Loans”) in Other Currency to the Borrowers and (ii) loans (relative to such Lender, its “Tranche B Other Currency Loans”) in Other Currency to the Loan Note Issuers, in each case, equal to such Lender’s Percentage of the aggregate amount of each Borrowing of the Other Currency Loans requested by such Borrower to be made on such day. The Commitment of each Other Currency Lender described in this clause is herein referred to as its “Other Currency Loan Commitment”. On the terms and subject to the conditions hereof, each the Borrowers may from time to time borrow, prepay and reborrow Loans. No Revolving Loan Lender severally agrees to makemay make any (a) Tranche A Loan if, on after giving effect thereto, the Closing Dateaggregate outstanding principal amount of all Tranche A Loans plus such Revolving Loan Lender’s Percentage of the aggregate outstanding principal amount of all Tranche A Other Currency Loans would exceed the then existing Tranche A Loan Commitment Amount, an Initial Term (b) Tranche B Loan to Company in an if, after giving effect thereto, the aggregate outstanding principal amount not to of all Tranche B Loans plus the such Revolving Loan Lender’s Percentage of the aggregate outstanding principal amount of all Tranche B Other Currency Loans would exceed the then existing Tranche B Loan Commitment Amount, or (c) Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amounts of all Revolving Loans of such Revolving Loan Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of all Other Currency Loans, Swing Line Loans and Other Currency Swing $$/BREAK/$$END Line Loans, plus such Lender’s Percentage of the aggregate amount of all Letter of Credit Outstandings and Loan Note Guaranty Obligations, would exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under Percentage of the Initial Term then existing Revolving Loan Commitment which shall be on Amount. Furthermore, the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid Swing Line Lender may not be reborrowed. Subject to Sections 2.13(a) and 2.14make Swing Line Loans or Other Currency SwingLine Loans if, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect thereto, (a) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount, (b) the aggregate outstanding principal amount of all Other Currency Swing Line Loans would exceed the then existing the Other Currency Swing Line Commitment Amount or (c) unless otherwise agreed to by the funding Swing Line Lender, in its sole discretion, the sum of such the aggregate outstanding principal amount of all Swing Line Loans, Other Currency Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount Percentage of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of Letter of Credit Outstandings and all Loan Note Guaranty Obligations plus the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Swing Line Lender’s Delayed Draw Term Percentage of the aggregate outstanding principal amount of all Other Currency Loans would exceed the Swing Line Lender’s Percentage of the then existing Revolving Loan Commitment shall Amount. Additionally, no Other Currency Lender may make any (Aa) immediately and without further action reduce on each Credit Date by Tranche A Other Currency Loan if, after giving effect thereto, the aggregate outstanding principal amount of Delayed Draw Term all Tranche A Other Currency Loans plus the aggregate outstanding principal amount of all Tranche A Loans would exceed the then existing Tranche A Other Currency Loan Commitment Amount, (b) Tranche B Other Currency Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Tranche B Other Currency Loans plus the aggregate outstanding principal amount of all Tranche B Loans would exceed the then existing Tranche B Other Currency Loan Commitment Amount, or (c) Other Currency Loans if, after giving effect thereto, unless otherwise agreed to by such Other Currency Lender, in its sole discretion, the sum of the aggregate outstanding principal amount of all Other Currency Loans and Revolving Loans made by such Other Currency Lender on plus such Credit Date and (B) terminate immediately and without further action on the earlier Other Currency Lender’s Percentage of the date on which the maximum permitted aggregate amount of Delayed Draw Term Letter of Credit Outstandings and all Loan Note Guaranty Obligations plus such Other Currency Lender’s Percentage of the aggregate outstanding principal amount of all Swing Line Loans are funded or and Other Currency Swing Line Loans would exceed the Delayed Draw Term Other Currency Lender’s Percentage of the then existing Revolving Loan Commitment Termination DateAmount.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche A Term Loan to Company the Companies in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment. (ii) each Lender severally agrees to make at any time prior to the MDTL Commitment Termination Date one or more MDTL Term Loans to the Companies in an aggregate amount equal to such Lender’s MDTL Commitment. Company The Companies may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.11(a) and 2.142.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and MDTL Term Loans shall be paid in full no later than on the Tranche A Term Loan Maturity Date and MDTL Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan MDTL Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan MDTL Commitment Termination DateDate after giving effect to the funding of such Lender’s MDTL Commitment, if any, on such date.

Loan Commitments. (i) Subject From time to time on any Business Day occurring from and after the Amendment Effective Date but prior to the terms and conditions hereof, Revolving Loan Commitment Termination Date, (a) each Lender severally that has a Revolving Loan Commitment (referred to as a "Revolving Loan Lender") agrees that it will make loans (relative to make, on the Closing Date, an Initial Term Loan to Company in an amount not to exceed such Lender’s Initial Term Loan Commitment. Company may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i, its "Revolving Loans") and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect in Dollars to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect Borrowers equal to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount 's Percentage of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of each Borrowing of the remaining Delayed Draw Term Revolving Loans requested by such Borrower to be made on such day; (b) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") in Dollars to the Borrowers equal to the principal amount of the Swing Line Loan requested by such Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii"; and (c) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14each Other Currency Lender (other than Participating Lenders, all amounts owed hereunder with respect to the Delayed Draw Term whose Other Currency Loans shall be paid made by the Administrative Agent in full no later than accordance with Section 2.3.3) agrees that it will make loans (its "Other Currency Loans") to the Term Borrowers equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Other Currency Loans requested by such Borrower to be made on such day. The Commitment of each Other Currency Lender described in this clause is herein referred to as its "Other Currency Loan Maturity DateCommitment". Each On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Loans. No Revolving Loan Lender may make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender’s Delayed Draw Term , together with such Lender's Percentage of the aggregate amount of all Swing Line Loans, Letter of Credit Outstandings, Loan Note Guaranty Obligations and Other Currency Loans, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment shall Amount. Furthermore, the Swing Line Lender may not make Swing Line Loans if, after giving effect thereto, (Ai) immediately and without further action reduce on each Credit Date the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender's Percentage of the aggregate amount of Delayed Draw Term Letter of Credit Outstandings plus the Swing Line Lender's Percentage of the aggregate amount of Other Currency Loans plus the Swing Line Lender's Percentage of the aggregate amount of all Loan Note Guaranty Obligations would exceed the Swing Line Lender's Percentage of the then existing Revolving Loan Commitment Amount. Additionally, no Other Currency Lender may make Other Currency Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Other Currency Loans would exceed the then existing Other Currency Loan Commitment Amount or (ii) unless otherwise agreed to by such Other Currency Lender, in its sole discretion, the sum of all Other Currency Loans and Revolving Loans made by such Other Currency Lender on plus such Credit Date and (B) terminate immediately and without further action on the earlier Other Currency Lender's Percentage of the date on which the maximum permitted aggregate amount of Delayed Draw Term Letter of Credit Outstandings plus such Other Currency Lender's Percentage of the aggregate amount of all Swing Line Loans are funded or plus such Other Currency Lender's Percentage of the Delayed Draw Term aggregate amount of all Loan Note Guaranty Obligations would exceed the Other Currency Lender's Percentage of the then existing Revolving Loan Commitment Termination DateAmount.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on the Closing Date, an Initial a Tranche A Term Loan to Company in an amount not equal to exceed such Lender’s Initial Tranche A Term Loan Commitment; (ii) each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to Company in an amount equal to such Lender’s Tranche B Term Loan Commitment; and (iii) each Lender severally agrees to make, on the Closing Date, a Tranche C Term Loan to Company in an amount equal to such Lender’s Tranche C Term Loan Commitment. Company may make only one borrowing under each of the Initial Tranche A Term Loan Commitments, Tranche B Term Loan Commitments and the Tranche C Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loan shall be paid in full no later than the Tranche A Term Loan Maturity Date, the Tranche B Term Loan Maturity Date and the Tranche C Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment, Tranche B Term Loan Commitment and Tranche C Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment, Tranche B Term Loan Commitment and Tranche C Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, on at any time prior to the Closing Term Loan Commitment Termination Date, an Initial a Tranche A Term Loan to Company in an amount not to exceed such Lender’s Initial Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date and on the date that the Tranche A Term Loan is made, a Tranche B Term Loan to Company in an aggregate amount not to exceed such Lender’s Tranche B Term Loan Commitment. Company may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be at any time prior to the Term Loan Commitment Termination Date. Company may make a maximum of two borrowings under the Tranche B Term Loan Commitment, which, in the case of the initial Tranche B Term Loan borrowing, shall be on the Closing DateDate in an aggregate amount equal to $27,500,000, and, in the case of the second Tranche B Term Loan borrowing, shall be on the date that the Tranche A Term Loan is made. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) 2.11 and 2.142.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, : each Lender severally agrees to makemake at any time after the Closing Date and prior to the Multi Draw Commitment Termination Date one or more Multi Draw Term Loans to Company in an aggregate amount not to exceed (i) in the case of the initial draw, $500,000 plus any Lender Transaction Costs, (ii) in the case of the second draw, $500,000 plus any Lender Transaction Costs, (iii) in the case of each subsequent draw, the amount set forth in the Budget including any Permitted Variance plus any Lender Transaction Costs and (iv) in the case of each draw, such Lender’s Multi Draw Term Loan Commitment immediately prior to giving effect to any such Multi Draw Term Loan. Company may make up to six (6) borrowings of the Multi Draw Term Loan Commitment, which borrowings may only occur during the Multi Draw Commitment Period; provided, that (i) the initial borrowing shall occur on the first Business Day following the Closing Date, an Initial Term Loan to Company in an amount not to exceed such Lender’s Initial Term Loan Commitment. Company may make only one (ii) the second borrowing under shall occur on or after April 1, 2019, (iii) the Initial Term Loan Commitment which third borrowing shall be occur on or after April 15, 2019, (iv) the Closing Datefourth borrowing shall occur on or after April 26, 2019, (v) the fifth borrowing shall occur on or after May 17, 2019 and (vi) the sixth borrowing shall occur on or after May 27, 2019. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.142.13, all amounts owed hereunder with respect to the Initial Multi Draw Term Loans shall be paid Paid in full Full no later than the Multi Draw Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Multi Draw Term Loan Commitment shall (Ax) immediately automatically and without further action reduce on each Credit Date permanently be reduced by the amount of Delayed each Multi Draw Term Loans Loan made by such Lender on such Credit Date hereunder, and (By) terminate immediately and without further action by any Person on the earlier of the date on which the maximum permitted amount of Delayed Multi Draw Term Loans are funded or the Delayed Draw Term Loan Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, (i) each Lender severally agrees to make (i) on the Closing Date a Tranche A Term Loan to Company in an amount equal to its Pro Rata Share of $150,000,000 and (ii) at any time prior to the Tranche A Commitment Termination Date, additional Tranche A Term Loans in an aggregate amount not to exceed such Lender's Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, an Initial subject to Section 2.23, a Tranche B Term Loan to Company in an amount not equal to exceed such Lender’s Initial 's Tranche B Term Loan Commitment. Company may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Company may make one or more Tranche A Term Loan borrowings after the Closing Date and prior to the Tranche A Commitment Termination Date (each such borrowing date, a "Tranche A Subsequent Funding Date"). Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a2.11(a) and 2.142.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial 's Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw 's Tranche A Term Loan Commitment shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of the date on which the maximum permitted amount of Delayed Draw Term Loans are funded or the Delayed Draw Term Loan Tranche A Commitment Termination Date.