Common use of Term Commitments Clause in Contracts

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term an “ Initial Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Initial Loan Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Initial Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.6. (b) Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (a “ Delayed Draw Loan”) to the Borrower after the Closing Date on up to two occasions but no later than the Delayed Draw Termination Date in an amount not to exceed the amount of the Delayed Draw Loan Commitment of such Lender; provided that (i) at the time that any such Delayed Draw Loan is made (and immediately after giving effect thereto) no Default or Event of Default shall exist, and (ii) the Consolidated Senior Secured Debt Ratio, determined on a pro forma basis as of the last day of the most recent Fiscal Quarter for which financial statements are available (but based on Consolidated Senior Secured Debt at the time of and after giving effect to such Delayed Draw Loans and the pro forma effect of any other transaction in connection therewith) shall not exceed the Required Consolidated Senior Secured Debt Ratio. Any Delayed Draw Loan Commitment that remains unused as of the Delayed Draw Termination Date shall terminate on such date. The Delayed Draw Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (c) All borrowings of Loans under this Agreement shall be made by the Lenders pro rata on the basis of their respective Commitments.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term B Lender on the Closing Date severally agrees agreed to make a term loan (a “Tranche A Term Loan”) in Dollars to the Parent Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche Term B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Parent Borrower and may make only one borrowing under the Lenders acknowledge that the Closing Date Term Loans funded B Commitments, which shall be on the Closing Date. (b) Subject to the terms and conditions set forth in the Second Amendment, each Second Amendment Term B Lender with a Second Amendment Term B Commitment as of the Second Amendment Effective Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C severally agreed to make a Second Amendment Term Loans funded B Loan (and/or continue its Closing Date Term B Loan as a Second Amendment Term B Loan, as applicable) on the Second Amendment and Restatement Effective Date will be funded with original issue discount of 1%in Dollars in an aggregate principal amount equal to such Second Amendment Term B Lender’s Second Amendment Term B Commitment. Notwithstanding Following the foregoingmaking or continuation thereof, as applicable, on the Second Amendment Effective Date, the aggregate outstanding principal amount of the Second Amendment Term B Loans constituted Term B Loans and Term Loans, as applicable, in all respects for all purposes of this Agreement and the all other Loan Documents Documents. The Parent Borrower may make only one borrowing under the Second Amendment Term B Commitments, which shall be on the stated principal amount thereof outstanding from time to time. Second Amendment Effective Date. (c) The Term Loans may from time to time be Eurocurrency Term Benchmark Loans or ABR Loans, as determined by the Parent Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed.

Term Commitments. Subject to (a) On the terms and subject to the conditions hereofcontained in this Agreement, (a) each Tranche A Term Lender severally agrees to make a term loan (a “to the Borrowers on the Effective Date in Dollars in an aggregate principal amount not to exceed such Term Lender’s Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Commitment. Each Term Lender’s Tranche A Term Commitment shall terminate immediately and without any further action upon the making of such LenderTerm Loan by such Term Lender or, if earlier, at 5:00 p.m., (New York time) on the Effective Date (the “Tranche A Funding Deadline”). (b) On the terms and subject to the conditions contained in this Agreement, each Tranche B Term Lender severally agrees to make a term loan (a “to the Borrowers on the Tranche B Funding Date in Dollars in an aggregate principal amount not to exceed such Term Lender’s Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Commitment. Each Term Lender’s Tranche B Term Commitment shall terminate immediately and without any further action upon the making of such Term Loan by such Term Lender or, if earlier, upon the earliest to occur of (x) 5:00 p.m., (New York time) on the Tranche B Commitment Termination Date (the “Tranche B Funding Deadline”) and (y) the Tranche A Funding Deadline if the Effective Date has not occurred by such time. (c) On the terms and subject to the conditions contained in this Agreement, each Tranche C Term Lender severally agrees to make a term loan (a “to the Borrowers on the Tranche C Funding Date in Dollars in an aggregate principal amount not to exceed such Term Lender’s Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Commitment. Each Term Lender’s Tranche C Term Commitment shall terminate immediately and without any further action upon the making of such Lender. The Borrower and Term Loan by such Term Lender or, if earlier, upon the Lenders acknowledge that the Term Loans funded earliest to occur of (x) 5:00 p.m., (New York time) on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Commitment Termination Date (the “Tranche C Funding Deadline”), (y) the Tranche A Funding Deadline if the Effective Date has not occurred by such time and (z) the Tranche B Funding Deadline if the Tranche B Funding Date has not occurred by such time. (d) On the terms and subject to the conditions contained in this Agreement, each Term Lender severally agrees to make a term loan to the Borrowers on the Tranche D Funding Date in Dollars in an aggregate principal amount not to exceed such Term Lender’s Tranche D Term Commitment. Each Term Lender’s Tranche D Term Commitment shall terminate immediately and without any further action upon the making of such Term Loan by such Term Lender or, if earlier, upon the earliest to occur of (w) 5:00 p.m., (New York time) on the Tranche D Commitment Termination Date, (x) the Tranche A Funding Deadline if the Effective Date has not occurred by such time, (y) the Tranche B Funding Deadline if the Tranche B Funding Date has not occurred by such time and (z) the Tranche C Funding Deadline if the Tranche C Funding Date has not occurred by such time. (e) Amounts of Term Loans funded on the Amendment and Restatement Effective Date will that are repaid or prepaid may not be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13reborrowed.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Initial Term Lender severally agrees to make a term loan (a “Tranche A an Initial Term Loan”) in Dollars Loan to the Borrower on the Closing Restatement Date in an amount which will not exceed equal to the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Initial Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Such Term Loans may from time to time be Eurocurrency SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.11, and once repaid in accordance with the provisions hereof may not be reborrowed. Each Initial Term Lender that is an Existing Term Lender hereby agrees to exchange, continue or rollover, and shall be deemed to have exchanged, continued or rolled-over, the principal amount of its Existing Term Loans set forth opposite its name on Schedule 1.1C hereto in connection with the Refinancing on a cashless basis (the “Cashless Rollover”) as Initial Term Loans hereunder, and any portion of the Existing Term Loans subject to the Cashless Rollover shall be (a) deemed for all purposes to be “Initial Term Loans” and a “Term Loans” outstanding under this Agreement, comprising a single class with, and shall be fungible with the other Initial Term Loans funded on the Restatement Date for all purposes, with Type and initial Interest Period as set forth in the Notice of Borrowing delivered pursuant to Section 5.1(k)(i), and (b) governed by this Agreement and entitled to the benefits afforded to Initial Term Loans and Term Loans by this Agreement and the other Loan Documents. Immediately after giving effect to the funding of the Initial Term Loans and the Cashless Rollover and on the Restatement Date, there shall be a single tranche of Term Loans outstanding under this agreement comprised of the Initial Term Loans (which, for the avoidance of doubt shall include (x) all Existing Term Loans subject to the Cashless Rollover and deemed to be Initial Term Loans on the Restatement Date and (y) the other Initial Term Loans funded on the Restatement Date).

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan denominated in US Dollars (a “Tranche B Term Loan”) in Dollars to the Parent Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender Lender. (b) The Parent Borrower and one or more Lenders (including new Lenders) may from time to time agree that such Lenders shall become Incremental Lenders under an Incremental Term Facility by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the respective Incremental Term Loan Amounts of such Incremental Lenders, (ii) the applicable Incremental Term Loan Closing Date, (iii) the applicable Incremental Term Loan Maturity Date, (iv) the amortization schedule for the applicable Incremental Term Loans, which shall comply with Section 2.3(b), and (cv) each Tranche C the Applicable Margin for the Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice. Each Incremental Lender party to an Incremental Term Loan Activation Notice severally agrees agrees, on the terms and conditions of this Agreement, to make a term loan (a an “Tranche C Incremental Term Loan”; together with the Tranche B Term Loans, the “Term Loans”) in Dollars to the Borrower Parent Borrower, as specified in such Incremental Term Loan Activation Notice, on the Amendment and Restatement Effective Incremental Term Loan Closing Date specified in an such Incremental Term Loan Activation Notice in a principal amount which will not exceed equal to the amount of the Tranche C Incremental Term Commitment Loan Amount of such Incremental Lender. The Borrower and the Lenders acknowledge that the Nothing in this Section 2.1(b) shall be construed to obligate any Lender to execute an Incremental Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%Loan Activation Notice. Notwithstanding the foregoing, (x) the aggregate outstanding principal amount of the Incremental Term Loans for outstanding under all purposes of this Agreement Incremental Term Facilities shall at no time exceed $400,000,000, and the other Loan Documents (y) no Incremental Term Loans shall be made if, after giving pro forma effect to the stated principal amount incurrence thereof outstanding from time and to time. the use of the proceeds thereof, (1) any Default or Event of Default shall have occurred and be continuing or (2) the Parent Borrower shall not be in compliance with the Required Consolidated Leverage Ratio. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Parent Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.14.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender (acting through any of its branches or affiliates) with an Initial Term Commitment severally agrees to make made a term loan (a an “Tranche A Initial Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the applicable Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed equal to the amount of the Tranche C Initial Term Commitment of such LenderTerm Lender (such Term Lenders, the “Initial Term Lenders”). (b) Subject to the terms and conditions hereof and in Amendment No. The 1, each Term Lender (acting through any of its branches or affiliates) with a 2020 Term Commitment severally agrees to make a term loan (a “2020 Term Loan”) in Dollars to the applicable Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement No. 1 Effective Date will be funded with original issue discount of 1%. Notwithstanding in an amount equal to the foregoing, the aggregate outstanding principal amount of the 2020 Term Loans for all purposes Commitment of this Agreement and such Term Lender (such Term Lenders, the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. “2020 Term Lenders”). (c) The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. (d) Subject to the terms and conditions hereof and in Amendment No. 4, each Term Lender (acting through any of its branches or affiliates) with a 2021 Delayed Draw Term Commitment severally agrees to make a term loan (a “2021 Delayed Draw Term Loan”) in Dollars to Tempur-Pedic Management, LLC, as an Additional Borrower, on the 2021 Delayed Draw Funding Date in an amount equal to the amount of the 2021 Delayed Draw Term Commitment of such Term Lender (such Term Lenders, the “2021 Delayed Draw Term Lenders”). The 2021 Delayed Draw Term Commitments shall terminate on the earlier of (a) the 2021 Delayed Draw Funding Date and (b) the date that is six months after the Amendment No. 4 Effective Date (such earlier date, the “2021 Delayed Draw Term Commitment Termination Date”).

Term Commitments. (i) U.S. Term Commitments. (A) Each U.S. Term Lender on the Closing Date made a loan (each a “U.S. Term Loan”) in Dollars to the U.S. Borrower in an amount equal to such Lender’s U.S. Term Commitment. Amounts of U.S. Term Loans repaid or prepaid may not be reborrowed. (B) Subject to the terms and conditions hereof, the U.S. Borrower and each of the Initial Extending Lenders agree that on the Restatement Effective Date, without further action by any party to this Agreement: (aI) each Tranche A a principal amount of such Initial Extending Lender’s U.S. Term Lender severally agrees Loans outstanding under the Original Credit Agreement immediately prior to make the effectiveness of this Agreement equal to such Initial Extending Lender’s Initial Extension Amount of its U.S. Term Loans shall automatically be converted into a new term loan in Dollars and in a like principal amount to the U.S. Borrower (a “Tranche A U.S. Term B Loan”) in Dollars to and shall on and after the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount have all of the Tranche C rights and benefits of U.S. Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term B Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of as set forth in this Agreement and the other Loan Documents shall be Documents; and (II) notwithstanding anything herein to the stated principal amount thereof outstanding from time contrary, all such U.S. Term B Loans that were Eurocurrency Rate Loans immediately prior to time. The the effectiveness of this Agreement will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the U.S. Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by applicable, so converted pursuant to this Section 2.01(b)(i)(B). Each of the Lenders agrees that the U.S. Term B Loans (and the U.S. Term B Lenders) shall continue to be subject to the terms of the Loss Sharing Agreement following conversion pursuant to this Section 2.01(b)(i)(B) on the Restatement Effective Date to the same extent as the U.S. Term Loans (and the U.S. Term Lenders) are subject to the Loss Sharing Agreement. (C) Subject to the terms and conditions hereof, the U.S. Borrower and notified each Amendment No. 2 Extending Lender with an Amendment No. 2 Submitted Amount of U.S. Term Loans agree that on the Amendment No. 2 Effective Date, without further action by any party to this Agreement: (I) a principal amount of such Lender’s U.S. Term Loans outstanding under this Agreement immediately prior to the Administrative Agent in accordance with Sections 2.2 and 2.13.effectiveness of Amendment Agreement No. 2 equal to such Lender’s Amendment No. 2

Term Commitments. (a) Subject to the terms and conditions hereof, (ai) each Tranche A B Term Loan Lender severally agrees to make a term loan (a “"Tranche A B Term Loan”") in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Loan Commitment of such Lender and (cii) each Tranche C Term Incremental Lender severally agrees to make a one or more term loan loans or issue letters of credit, bank guarantees and similar instruments (a “Tranche C Term Loan”each an "Incremental Extension of Credit") in Dollars to the Borrower on to the Amendment and Restatement Effective Date extent provided in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to timeSection 2.1(b). The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12. (b) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that without the consent of the other Lenders hereunder (x) such Lenders shall make, obtain or increase the amount of their Tranche B Term Loans (or Incremental Extensions of Credit that are term loans, as applicable) or (y) such Lenders (including New Lenders) shall make commitments to issue letters of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility"). The Borrower shall effect such increase by executing and delivering to the Administrative Agent an Incremental Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Incremental Facility Closing Date, (iii) in the case of Incremental Extensions of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Extensions of Credit, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Extensions of Credit; provided that, (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Incremental Extensions of Credit or the application of the proceeds therefrom, (B) after giving pro forma effect to the making of any such Incremental Extensions of Credit and any Permitted Acquisition consummated in connection therewith, the Consolidated Senior Leverage Ratio as of the last day of the most recent four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.1 is not more than 2.5 to 1.0 (calculated as if such Incremental Extensions of Credit had been incurred, and such Permitted Acquisition, if any, had been consummated, on the first day of such period), (C) in the case of Incremental Extensions of Credit, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined as of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount paid to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than with respect to amortization, maturity date and pricing, terms relating to such Incremental Extensions of Credit shall be on the same terms and conditions as those applicable to Tranche B Term Loans (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit), (E) the aggregate amount of borrowings of incremental Tranche B Term Loans or Incremental Extensions of Credit pursuant to this Section 2.1(b) shall not exceed an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. (c) Any additional bank, financial institution or other entity or existing Lender that elects to become an "Incremental Lender" under this Agreement in connection with any transaction described in Section 2.1(b) (i) shall be reasonably acceptable to the Borrower, each Co-Syndication Agent and the Administrative Agent (which consent shall not be unreasonably withheld) and (ii) shall execute a New Lender Supplement, substantially in the form of Exhibit K (a "New Lenders Supplement"), whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) The terms and conditions applicable to any Incremental Facility shall be set forth in the applicable Incremental Facility Activation Notice which shall become a part hereof when executed and delivered by the Borrower, the Lenders providing such Incremental Facility and the Administrative Agent.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Each Lender severally agrees to make a term single loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in Dollars in an amount which will not to exceed such Lender’s Commitment (collectively, the amount “Closing Date Term Loan”). The borrowing of the Tranche A Closing Date Term Commitment Loan shall consist of such LenderLoans made simultaneously by the Lenders in accordance with their respective Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. The Closing Date Term Loan may be a Base Rate Loan, a Eurocurrency Loan, or a combination thereof, as further provided herein. (b) each Tranche B Term Each Lender severally agrees to make a term single loan (a “Tranche B Term Loan”) in Dollars to the Borrower on any Business Day during the Closing Date Availability Period, in an aggregate amount which will not to exceed the remaining undrawn amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender’s Commitment (collectively, the “Delayed Draw Term Loans”). A Borrowing of the Delayed Draw Term Loans shall consist of Loans made simultaneously by the Lenders in accordance with their respective Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Delayed Draw Term Loans may from time to time be Eurocurrency Loans or ABR Base Rate Loans, Eurocurrency Loans, or a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13further provided herein.

Term Commitments. (a) Subject to the terms and conditions hereofhereof (and including Section 2.1(b) below), (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars Loan to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed equal to the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount Lender in effect as of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to timeDate. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13, and once repaid in accordance with the provisions hereof may not be reborrowed. (b) Notwithstanding anything to the contrary contained herein (i) with respect to the outstanding principal amount of any Term Loans (as defined in the Existing Credit Agreement) that were advanced to the Borrower by any Lender prior to the Amendment and Restatement Date (an “Existing Term Loan”), the amount of the Term Loan actually funded by such Lender to the Borrower on the Amendment and Restatement Date shall be net of the outstanding principal amount of the Existing Term Loan of such Lender on the Amendment and Restatement Date (after giving effect to any payment of the principal amount of such Existing Term Loan on the Amendment and Restatement Date); and (ii) all such Existing Term Loans having been made by any Lender pursuant to the Existing Credit Agreement and outstanding thereunder immediately prior to the occurrence of the Amendment and Restatement Date (A) shall be deemed for all purposes under this Agreement and the other Loan Documents to be Term Loans having been made by such Lender as a Term Lender hereunder (in accordance with the final and allocated Term Commitments of the Lenders specified in Schedule 1.1A), (B) shall be deemed to constitute a portion of the Term Commitment of such Lender as a Term Lender as specified in such Schedule 1.1A (in accordance with the final and allocated Term Commitments of the Lenders specified in Schedule 1.1A), and (C) shall be subject in all respects to the terms and provisions of this Agreement and the other Loan Documents.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender (acting through any of its branches or affiliates) with an Initial Term Commitment severally agrees to make made a term loan (a an “Tranche A Initial Term Loan”) in Dollars to the applicable Borrower on the Closing Date in an amount which will not exceed equal to the amount of the Tranche A Initial Term Commitment of such LenderTerm Lender (such Term Lenders, the “Initial Term Lenders”). (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Initial Term Loans may from time to time be Eurocurrency ABR Loans, RFR Loans or ABR Term Benchmark Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. (c) Subject to the terms and conditions hereof and in Amendment No. 1, each Term Lender (acting through any of its branches or affiliates) with a 2024 Delayed Draw Term Commitment severally agrees to make a term loan (a “2024 Delayed Draw Term Loan”) in Dollars on the 2024 Delayed Draw Funding Date in an amount equal to the amount of the 2024 Delayed Draw Term Commitment of such Term Lender (such Term Lenders, the “2024 Delayed Draw Term Lenders”). The 2024 Delayed Draw Term Commitments shall terminate on the earlier of (i) the 2024 Delayed Draw Funding Date and (ii) the date that is twelve (12) months after the Amendment No. 1 Effective Date (such earlier date, the “2024 Delayed Draw Term Commitment Termination Date”). Borrowings of 2024 Delayed Draw Term Loans may, at the option of the Administrative Agent, in consultation with the Borrower, be made as increases to the Initial Term Loans by increasing the principal amount thereof, and the 2024 Delayed Draw Term Commitments of the Term Lenders with a 2024 Delayed Draw Term Commitment shall be reduced, on a pro rata basis, by a corresponding amount so long as, and to the extent that, such 2024 Delayed Draw Term Loans would be fungible with the Initial Term Loans at the time of incurrence of such Delayed Draw Term Loans (as determined in good faith by the Borrower). If such 2024 Delayed Draw Term Loans would not be fungible with the Initial Term Loans at the time of incurrence of such Delayed Draw Term Loans, then such Delayed Draw Term Loans shall be established as a separate Class of Term Loans.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A A-1 Term Lender severally, but not jointly, made a loan or loans (each a “Tranche A-1 Term Loan”) on the Closing Date to the Borrower in Dollars in an aggregate principal amount equal to $1,600,000,000; provided that as of the Second Amendment Effective Date, after giving effect to the Second Amendment and the conversion of certain Tranche A-1 Term Loans to Tranche A-3 Term Loans as contemplated therein, the aggregate principal amount of outstanding Tranche A-1 Term Loans is $95,950,209.49, (b) each Tranche B Term Lender severally, but not jointly, made a term loan (a “Tranche B Term Loan”) to the Borrower on the Closing Date in an amount equal to the amount of the Tranche B Term Commitment of such Lender, (c) each Tranche A-2 Term Lender severally agrees to make a term loan (a “Tranche A A-2 Term Loan”) in Dollars to the Borrower on the Closing Second Amendment Effective Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B A-2 Term Commitment of such Lender and (cd) on the Second Amendment Effective Date and on the Post Second Amendment Extension Effective Date, the applicable Tranche A-1 Term Loans of each Lender exercising its option to extend the Tranche C A Maturity Date of its Tranche A-1 Term Lender severally agrees Loans pursuant to make a term loan (a the Second Amendment are hereby continued hereunder and converted into and reclassified as “Tranche C A-3 Term LoanLoans”. As of the First Amendment Effective Date, the New Tranche A Term Loans and the New Tranche B Term Loans (as defined in the First Amendment) in Dollars to the Borrower constituted, on the Amendment terms provided in the First Amendment, Tranche A-1 Term Loans and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C B Term Commitment of such Lender. The Borrower Loans, respectively, and the Lenders acknowledge that the Continued Tranche A Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Continued Tranche C B Term Loans funded on (as defined in the Amendment First Amendment) were ratified and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term confirmed as Loans for in all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to timerespects. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12.

Term Commitments. (i) If (A) the TCE Acquisition Closing Date occurs on or prior to the TCE Acquisition Outside Date and (B) the Initial Term Commitments (as in effect immediately after giving effect to all reductions of the Initial Term Commitments pursuant to Section 2.06(e)) exceed $0 on the TCE Acquisition Closing Date, subject to the terms and conditions set forth herein, each Term Bank with an Initial Term Commitment severally agrees to make, on the TCE Acquisition Closing Date, an Initial Term Loan in dollars to the Borrower in an aggregate principal amount that will not result in (a) such Bank’s Term Loan Exposure with respect to the Initial Term Loans exceeding such Bank’s Initial Term Commitment (as in effect immediately after giving effect to all reductions of the Initial Term Commitments pursuant to Section 2.06(e) and as in effect immediately prior to, and without giving effect to, the automatic termination thereof upon the funding of such Initial Term Loans as specified in the following sentences of this Section 2.01(b)(i)) or (b) the Aggregate Term Loan Exposures with respect to the Initial Term Loans exceeding the Total Term Commitment (as in effect immediately after giving effect to all reductions of the Initial Term Commitments pursuant to Section 2.06(e) and as in effect immediately prior to, and without giving effect to, the automatic termination thereof upon the funding of such Term Loans as specified in the following sentences of this Section 2.01(b)(i)). The Borrower may make only one borrowing under the Initial Term Commitments, which borrowing may only occur on the TCE Acquisition Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, once borrowed, the Borrower may not reborrow any portion of the Initial Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Initial Term Loan hereunder by any Term Bank, such Term Bank’s Initial Term Commitment shall terminate immediately and without further action. Notwithstanding anything to the contrary herein, the Initial Term Commitments that are funded on the TCE Acquisition Closing Date shall be terminated upon such funding and, if the Total Term Commitment as of the TCE Acquisition Closing Date are not drawn on the TCE Acquisition Closing Date, any Initial Term Commitments in respect of the undrawn amount shall automatically be terminated. (ii) Subject to the terms and conditions hereofset forth herein and in the applicable Term Loan Amendment, (a) each Tranche A Term Lender Bank with a New Term Commitment as to a new, or an increase to an existing, Class of Term Loans as set forth in such applicable Term Loan Amendment severally agrees to make a term loan (a “Tranche A Term Loan”) Loan of such Class in Dollars dollars to the Borrower on the Closing Date in an aggregate principal amount which that will not exceed result in (a) such Bank’s Term Loan Exposure with respect to the amount Term Loans, or of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal increased amount of the Term Loans, of such Class exceeding such Bank’s Term Commitment (as in effect immediately prior to, and without giving effect to, the automatic termination thereof upon the funding of such Term Loans for all purposes as specified in the following sentences of this Agreement Section 2.01(b)(ii)) or (b) the Aggregate Term Loan Exposures with respect to the Term Loans, or of the increased amount of the Term Loans, of such Class exceeding the Total Term Commitment (as in effect immediately prior to, and without giving effect to, the other automatic termination thereof upon the funding of such Term Loans as specified in the following sentences of this Section 2.01(b)(ii)). Within the foregoing limits and subject to the terms and conditions set forth herein, once borrowed, the Borrower may not reborrow any portion of the Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Term Loan Documents hereunder by any Term Bank, such Term Bank’s Term Commitment shall terminate immediately and without further action. Notwithstanding anything to the contrary herein, the New Term Commitments that are funded on any New Term Loan Facility Closing Date shall be terminated upon such funding and, if the stated principal Total Term Commitment as of such New Term Loan Facility Closing Date are not drawn on such New Term Loan Facility Closing Date, any New Term Commitments in respect of the undrawn amount thereof outstanding from time to time. The Term Loans may from time to time shall automatically be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13terminated.

Term Commitments. (a) Subject to the terms and conditions hereof, , (ai) each Tranche A Term Loan Lender severally agrees agreed pursuant to the Original Credit Agreement (A) to make a term loan (a “an "Initial Tranche A Term Loan”") in Dollars to the Borrower on the Closing Date in an a principal amount which will not to exceed the amount of the Initial Tranche A Term Loan Commitment of such Lender, Lender and (bB) each Tranche B Term Lender severally agrees to make a term loan (a “"Delayed Tranche A Term Loan") to the Borrower at any one time during the Delayed Tranche A Commitment Period in a principal amount not to exceed the Delayed Tranche A Term Loan Commitment of such Lender. Prior to the date hereof, the Initial Tranche A Terms Loans were made and Delayed Tranche A Term Loans in the aggregate principal amount of $93,000,000 were made. Thereafter, the Initial Tranche A Term Loans and Delayed Tranche A Term Loans were repaid in full. (ii) each Tranche B Term Loan Lender severally agreed to make a term loan (a "Tranche B Term Loan”") in Dollars to the Borrower on the Closing Date in an a principal amount which will not to exceed the amount of the Tranche B Term Loan Commitment of such Lender Lender. (b) The Borrower and all or certain of the Lenders may, up to five times during the period from and including April 12, 2001, to but excluding the Incremental Term Loan Termination Date, agree that such Lenders shall become Incremental Lenders or increase the principal amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the respective Incremental Term Loan Amount of such Incremental Lenders, (ii) the applicable Incremental Term Loan Closing Date, (iii) the applicable Incremental Maturity Date, (iv) the amortization schedule for the applicable Incremental Term Loans, which shall comply with subsection 2.3(c) and (cv) each Tranche C the Applicable Margin for the Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice, and which shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Term Loan Activation Notice severally agrees agrees, on the terms and conditions of this Agreement, to make a term loan (a “Tranche C an "Incremental Term Loan”") in Dollars to the Borrower on the Amendment and Restatement Effective Incremental Term Loan Closing Date specified in an such Incremental Term Loan Activation Notice in a principal amount which will not to exceed the amount of the Tranche C Incremental Term Commitment Loan 47 42 Amount of such LenderIncremental Lender specified in such Incremental Term Loan Activation Notice. The Subject to the terms and conditions of this Agreement, the Borrower and the Lenders acknowledge that the may convert Incremental Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C one Type into Incremental Term Loans funded on of another Type (as provided in subsection 2.10) or continue Incremental Term Loans of one Type as Incremental Term Loans of the Amendment and Restatement Effective Date will same Type (as provided in subsection 2.10). Incremental Term Loans that are prepaid may not be funded with original issue discount of 1%reborrowed. Nothing in this subsection 2.1(b) shall be construed to obligate any Lender to execute an Incremental Term Loan Activation Notice. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Incremental Term Loans for all purposes of this Agreement and the other Loan Documents made after June 8, 2001, shall be the stated principal amount thereof outstanding from time to time. not exceed $75,000,000. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections subsections 2.2 and 2.132.10.

Term Commitments. On the Original Closing Date, each Term Lender then a party to the Original Credit Agreement made a Term Loan thereunder to the Borrower in an amount equal to its Term Percentage (as of such date and calculated in accordance with the definition of such term under the Original Credit Agreement) of $115,000,000. Subject to the terms and conditions hereof, (a) on the First Amendment Effective Date, each Tranche A Additional Term Lender that has delivered an Additional Term Loan Commitment for Term Loans to be made on the First Amendment Effective Date severally agrees to make a term loan (a “Tranche A an Additional Term Loan”) in Dollars Loan to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the First Amendment and Restatement Effective Date in an amount which will not exceed equal to its proportionate share, based on all Effective Date Additional Term Loan Commitments. Subject to the amount of the Tranche C terms and conditions hereof, each Additional Term Lender that has delivered an Additional Term Loan Commitment of such Lender. The Borrower and the Lenders acknowledge that the for Term Loans funded to be made on any date after the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the First Amendment and Restatement Effective Date will be funded with original issue discount (each, a “Delayed Draw Date”) that is prior to the Delayed Draw Availability Expiration Date shall make an Additional Term Loan to the Borrower on such Delayed Draw Date in an amount equal to the lesser of 1%. Notwithstanding the foregoing(i) its remaining unfunded Additional Term Loan Commitment and (ii) its proportionate share, the aggregate outstanding principal amount based on all such unfunded Additional Term Loan Commitments, of the Term Loans for all purposes of this Agreement and the other Loan Documents $35,000,000; provided, however, that there shall be the stated principal amount thereof outstanding from time to timeno more than three (3) Delayed Draw Dates. The Term Loans may from time to time shall be Eurocurrency either Eurodollar Loans or ABR Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.134.3.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a make, on the Closing Date, one or more term loan loans (each, a “Tranche A Closing Date Term Loan” and collectively, the “Closing Date Term Loans”) in Dollars to the Borrower on the Closing Date in Dollars in an amount equal to such Term Lender’s Closing Date Term Commitments, the proceeds of which will not exceed Closing Date Term Loans shall be deposited into the amount Escrow Account pursuant to the terms of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such LenderEscrow Agreement. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.134.3. The Borrower may make only one borrowing in respect of the Closing Date Term Commitments which shall be on the Closing Date. All amounts borrowed hereunder with respect to the Closing Date Term Loans shall be paid in full no later than the applicable Term Loan Maturity Date, if not earlier in accordance with the terms of this Agreement. Each Term Lender’s Closing Date Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Closing Date Term Commitment on such date. (b) Subject to the terms and conditions of the First Amendment, on the Initial First Amendment Effective Date, (A) each Term Lender that is a 2016 Converting Replacement Term Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such Lender’s Term Loans equal to such Lender’s Allocated Replacement Term Loan Conversion Amount shall automatically be converted into a 2016 Converted Replacement Term Loan to the Borrower in dollars and in like principal amount, (B) each 2016 New Replacement Term Loan Lender severally agrees to make a 2016 New Replacement Term Loan to the Borrower on the Initial First Amendment Effective Date denominated in dollars in a principal amount not to exceed its 2016 New Replacement Term Loan Commitment and (C) immediately following the 2016 Replacement Term Loan Conversion and the incurrence of the 2016 New Replacement Term Loans pursuant to the preceding clause (B) (and the application of the Net Cash Proceeds thereof as provided in the First Amendment), each 2016 Incremental Term Loan Lender severally agrees to make a 2016 Incremental Term Loan to the Borrower on the Initial First Amendment Effective Date denominated in dollars in a principal amount not to exceed its 2016 Incremental Term Loan Commitment. Immediately following the incurrence of the 2016 Incremental Term Loans on the Initial First Amendment Effective Date (and the application of the Net Cash Proceeds as provided in the First Amendment), such 2016 Incremental Term Loans shall be converted into 2016 Replacement Term Loans pursuant to the 2016 Incremental Term Loan Conversion. Each 2016 New Replacement Term Loan Lender’s 2016 New Replacement Term Loan Commitment shall terminate immediately and without further action on the Initial First Amendment Effective Date after giving effect to the funding of such 2016 New Replacement Term Loan Lender’s 2016 New Replacement Term Loan Commitment on such date. Each 2016 Incremental Term Loan Lender’s 2016 Incremental Term Loan Commitment shall terminate immediately and without further action on the Initial First Amendment Effective Date after giving effect to the funding of such 2016 Incremental Term Loan Lender’s 2016 Incremental Term Loan Commitment on such date. (c) Subject to the terms and conditions of the Second Amendment, on the Initial Second Amendment Effective Date, (A) each 2016 Replacement Term Loan Lender that is a 2017 Converting Replacement Term Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such 2016 Replacement Term Loan Lender’s 2016 Replacement Term Loans equal to such 2016 Replacement Term Loan Lender’s Allocated Replacement Term Loan Conversion Amount shall automatically be converted into a 2017 Converted Replacement Term Loan to the Borrower in dollars and in like principal amount and (B) each 2017 New Replacement Term Loan Lender severally agrees to make a 2017 New Replacement Term Loan to the Borrower on the Initial Second Amendment Effective Date denominated in dollars in a principal amount not to exceed its 2017 New Replacement Term Loan Commitment. Each 2017 New Replacement Term Loan Lender’s 2017 New Replacement Term Loan Commitment shall terminate immediately and without further action on the Initial Second Amendment Effective Date after giving effect to the funding of such 2017 New Replacement Term Loan Lender’s 2017 New Replacement Term Loan Commitment on such date. (d) Subject to the terms and conditions of the Third Amendment, on the Subsequent Third Amendment Effective Date, (A) each 2017 Replacement Term Loan Lender that is a 2017 Converting Replacement Term B-2 Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such 2017 Replacement Term Loan Lender’s 2017 Replacement Term Loans equal to such 2017 Replacement Term Loan Lender’s Allocated Replacement Term Loan Conversion Amount shall automatically be converted into a 2017 Converted Replacement Term B-2 Loan to the Borrower in dollars and in like principal amount and (B) each 2017 New Replacement Term B-2 Loan Lender severally agrees to make a 2017 New Replacement Term B-2 Loan to the Borrower on the Subsequent Third Amendment Effective Date denominated in dollars in a principal amount not to exceed its 2017 New Replacement Term B-2 Loan Commitment. Each 2017 New Replacement Term B-2 Loan Lender’s 2017 New Replacement Term B-2 Loan Commitment shall terminate immediately and without further action on the Subsequent Third Amendment Effective Date after giving effect to the funding of such 2017 New Replacement Term B-2 Loan Lender’s 2017 New Replacement Term B-2 Loan Commitment on such date.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make (x) one or more term loans denominated in Sterling (a " Tranche A British Subtranche Term Loan") to the Borrower or any Subsidiary Borrower on the Closing Date in an aggregate amount not to exceed the amount of the Tranche A British Subtranche Term Commitment of such Lender, provided that the amount to be made available by a Lending Installation of such Lender which is an Eligible U.K. Bank shall not exceed the amount so indicated with the name of such Lender on Schedule 1, (y) a term loan denominated in French Francs (a “"Tranche A French Subtranche Term Loan”") in Dollars to the Borrower or any Subsidiary Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche A French Subtranche Term Commitment of such Lender and (z) a term loan denominated in German Deutschmarks (a "Tranche A German Subtranche Term Loan"; collectively with the Tranche A British Subtranche Term Loans and the Tranche A French Subtranche Term Loans, the "Tranche A Term Loans") to the Borrower or any Subsidiary Borrower on the Closing Date in an amount not to exceed the amount of the Tranche A German Subtranche Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “"Tranche B Term Loan”") in Dollars to the Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “"Tranche C Term Loan”") in Dollars to the Borrower on the Amendment and Restatement Effective Closing Date in an amount which will not to exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Tranche B Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency LIBOR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections subsections 2.2 and 2.13.2.14. Except as otherwise provided in Schedule 1, any Tranche A Term Loan which is made to any Subsidiary Borrower, where such Subsidiary Borrower is a resident for taxation purposes of France, Germany or the United Kingdom, shall be made by an Eligible French Bank, an Eligible German Bank or an Eligible U.K. Bank, 41 35

Term Commitments. Subject to the terms and conditions hereofset forth herein, (a) each Tranche A Term Lender Holder severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars Loans to the Borrower Company from time to time on any Business Day during the Closing Date Availability Period in an aggregate principal amount which that will not exceed result in (A) the amount outstanding principal balance of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on of such Term Holder exceeding the Closing Date will be funded with original issue discount lesser of 2%. The Borrower and (1) such Term Holder’s Term Commitment at such time (without giving effect to any reduction in such Term Holder’s Term Commitment resulting from the Lenders acknowledge that the Tranche C funding of Term Loans funded on prior to such time) and (2) an amount equal to such Term Holder’s Pro Rata Share of the Amendment and Restatement Effective Date will be funded with original issue discount Term Loan Percentage of 1%. Notwithstanding the foregoing, Borrowing Base at such time or (B) the aggregate outstanding principal amount of the Term Loans for of all purposes Term Holders exceeding the lesser of this Agreement (1) the aggregate amount of the Term Commitments at such time (without giving effect to any reduction in the aggregate Term Commitments resulting from the funding of Term Loans prior to such time) and (2) the Term Loan Percentage of the Borrowing Base at such time. Upon any payment or prepayment of a Term Loan in whole or in part, the Company shall have no right to reborrow the amount so paid or prepaid. Notwithstanding the foregoing, (1) the Total Outstandings shall not at any time exceed the lesser of (A) the aggregate Commitments of all of the Holders at such time (without giving effect to any reduction in the aggregate Term Commitments resulting from the funding of Term Loans prior to such time) and (B) the Borrowing Base at such time and (2) no Holder shall be obligated to fund any Revolving Loan, and no Revolving Loan shall be made hereunder, prior to such time that the Term Loans have been funded in full and the other Loan Documents shall be the stated principal amount thereof outstanding from time aggregate undrawn Term Commitments are equal to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13zero.

Term Commitments. Subject to the terms and conditions hereof, : (a) each Each Lender that holds an Existing Tranche A B Term Loan and executes and delivers a Lender Addendum to this Agreement as a Continuing Term Lender severally (i) agrees to make a term loan continue its Existing Tranche B Term Loans that would otherwise have been prepaid with the proceeds of the Tranche B Term Loans (or, subject to allocation by the Lead Left Arranger in consultation with the Borrower, any such lesser amount) as Tranche B Term Loans, in lieu of prepayment of its Existing Tranche B Term Loans (such continued Tranche B Term Loans, the “Continued Term Loans”; and each such Lender, a “Continuing Term Lender”), on the Restatement Effective Date in a principal amount equal to such Continuing Term Lender’s Tranche A B Term Commitment minus, if applicable, such Continuing Term Lender’s Supplemental Commitment (as defined below), (ii) agrees to all terms and provisions of this Agreement (including, for the avoidance of doubt, all amendments to the Existing Credit Agreement set forth in this Agreement) and to be a party to this Agreement as a Lender and a Tranche B Term Lender. (b) Each Person (other than a Continuing Term Lender solely in its capacity as such) that executes and delivers a Lender Addendum to this Agreement (each, an “Additional Term Lender”) hereby (i) agrees to provide a Tranche B Term Loan (each, an “Additional Term Loan”) in Dollars to the Borrower on the Closing Restatement Effective Date in an a principal amount which will not exceed equal to its Tranche B Term Commitment as determined in accordance with clause (ii) of the definition thereof and (ii) agrees to all terms and provisions of this Agreement and to be a party to this Agreement as a Lender and a Tranche B Term Lender. (c) Each Additional Term Lender that is also a Continuing Term Lender having a Tranche B Term Commitment in excess of the amount of the Tranche A its Continued Term Commitment of such Lender, (b) each Loans agrees to provide a Tranche B Term Lender severally agrees to make a term loan Loan (each, a “Tranche B Supplemental Term Loan”; the commitment of any Continuing Term Lender with respect thereto, its “Supplemental Commitment”) in Dollars to the Borrower on the Closing Restatement Effective Date in a principal amount equal to the excess of (x) such Additional Term Lender’s Tranche B Term Commitment over (y) the aggregate principal amount of its Existing Tranche B Term Loans continued as Tranche B Term Loans. (d) The aggregate principal amount of the Continued Term Loans, the Additional Term Loans and the Supplemental Term Loans made on the Restatement Effective Date shall be $1,138,500,000. (e) For the avoidance of doubt, the Existing Tranche B Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Left Arranger; provided that the Lead Left Arranger reserves the right to allocate a lesser amount as Tranche B Term Loans to a Continuing Term Lender. (f) For purposes hereof, a Person may become a party to this Agreement and a Tranche B Term Lender as of the Restatement Effective Date by executing and delivering to the Administrative Agent, on or prior to the Restatement Effective Date, a Lender Addendum to this Agreement in its capacity as a Continuing Term Lender or an Additional Term Lender. (g) Each Tranche B Term Lender will make its Tranche B Term Loan on the Restatement Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of this Agreement, an amount which equal to such Tranche B Term Lender’s Tranche B Term Commitment (or, in the case of a Tranche B Term Lender that is both an Additional Term Lender and a Continuing Term Lender, its Supplemental Commitment). Upon continuation, each Continuing Term Lender hereby agrees to waive any costs described in Section 2.20 of the Existing Credit Agreement incurred by such Continuing Term Lender to the extent they may arise in connection with this Agreement or the transactions contemplated hereby. (h) The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several and no such Tranche B Term Lender will not exceed the amount be responsible for any other such Tranche B Term Lender’s failure to make or acquire by continuation its Tranche B Term Loans. The effectiveness of the Tranche B Term Commitment of such each Tranche B Term Lender and (c) the obligation of each Tranche C B Term Lender severally agrees to make or acquire by continuation a term loan (a “Tranche C B Term Loan”) Loan on the Restatement Effective Date, in Dollars each case, is subject to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount satisfaction of the Tranche C Term Commitment conditions set forth in Section 5.1 of such Lenderthis Agreement. The Borrower and continuation of the Lenders acknowledge that the Continued Term Loans funded on may be implemented pursuant to other procedures specified by the Closing Date will be funded with original issue discount Lead Left Arranger, including by repayment of 2%. The Borrower and the Lenders acknowledge that the Tranche C Continued Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount a Continuing Term Lender followed by a subsequent assignment to it of the Tranche B Term Loans for all purposes of this Agreement and in the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. same amount. (i) The Tranche B Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A UK Borrower Dollar Term Lender severally agrees to make a term loan (a “Tranche A UK Borrower Dollar Term Loan”) in Dollars to the UK Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche A UK Borrower Dollar Term Commitment of such Lender, (b) each Tranche B UK Borrower Euro Term Lender severally agrees to make a term loan (a “Tranche B UK Borrower Euro Term Loan”) in Dollars to the UK Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche B UK Borrower Euro Term Commitment of such Lender and Lender, (c) each Tranche C Canadian Borrower Term Lender severally agrees to make a term loan (a “Tranche C Canadian Borrower Term Loan”) in Dollars to the Canadian Borrower on the Amendment and Restatement Effective Closing Date in an amount not to exceed the amount of the Canadian Borrower Term Commitment of such Lender and (d) each Canadian Borrower Term Lender severally agrees to make term loans (each, a “Delayed Draw Term Loan”) to the Canadian Borrower on up to two occasions (each, a “Delayed Draw Date”) during the Delayed Draw Commitment Period in an aggregate principal amount at any time outstanding which will does not exceed the amount of the Tranche C such Lender’s Delayed Draw Term Commitment of at such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The UK Borrower Dollar Term Loans, the Canadian Borrower Term Loans and the Delayed Draw Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12. The UK Borrower Euro Term Loans shall be extended and, except as otherwise provided herein, maintained, as Euribor Loans in accordance with Sections 2.2 and 2.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Initial Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date term loans denominated in Dollars ("INITIAL TERM LOANS") in an aggregate principal amount which will not to exceed the amount of the Tranche A Initial Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Loan Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Initial Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.02 and 2.132.04. (b) Subject to the terms and conditions hereof, from time to time during the Delayed Draw Term Commitment Period, (i) each Dollar Delayed Draw Term Lender severally agrees to make to the Borrower term loans denominated in Dollars ("DOLLAR DELAYED DRAW TERM LOANS") in an aggregate principal amount that will not result in the amount of such Lender's Dollar Delayed Draw Term Loans exceeding such Lender's Dollar Delayed Draw Term Loan Commitment and (ii) each Multicurrency Delayed Draw Term Lender severally agrees to make to the Borrower term loans denominated in Dollars or an Alternative Currency ("MULTICURRENCY DELAYED DRAW TERM LOANS"; together with the Dollar Delayed Draw Term Loans, the "DELAYED DRAW TERM LOANS") in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender's Multicurrency Delayed Draw Term Loans exceeding such Lender's Multicurrency Delayed Draw Term Loan Commitment and (B) the Dollar Amount of the Multicurrency Delayed Draw Term Loans in Alternative Currencies exceeding the Alternative Currency Delayed Draw Term Sublimit. The Delayed Draw Term Loans may from time to time be Eurocurrency Loans or, in the case of Dollar Delayed Draw Term Loans or Multicurrency Delayed Draw Term Loans denominated in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.04. (c) Each Delayed Draw Term Loan under the Dollar Delayed Draw Term Commitments or Multicurrency Delayed Draw Term Commitments, as the case may be, shall be made as part of a Borrowing consisting of Delayed Draw Term Loans made by the Lenders thereunder ratably in accordance with their respective Dollar Delayed Draw Term Commitments or Multicurrency Delayed Draw Term Commitments, as the case may be. The failure of any Delayed Draw Term Lender to make any Delayed Draw Term Loan required to be made by it shall not relieve any other Delayed Draw Term Lender of its obligations hereunder; PROVIDED that the Delayed Draw Term Commitments of the Delayed Draw Term Lenders are several and no Delayed Draw Term Lender shall be responsible for any other Delayed Draw Term Lender's failure to make Delayed Draw Term Loans as required. (d) At the commencement of each Interest Period for any Eurocurrency Delayed Draw Term Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Delayed Draw Term Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; PROVIDED that an ABR Delayed Draw Term Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Dollar Delayed Draw Term Commitments or the Multicurrency Delayed Draw Term Commitments, as the case may be. Borrowings of more than one Type and Class may be outstanding at the same time; PROVIDED that there shall not at any time be more than a total of 12 Eurocurrency Delayed Draw Term Borrowings outstanding.

Term Commitments. (a) Each Term Lender (as defined in this Agreement as in effect on the Closing Date) made a term loan in Dollars to the Company on the Closing Date in an amount equal to the amount of the Term Commitment (as defined in this Agreement as in effect on the Closing Date) of such Lender. Subject to the terms and conditions hereofof the Amendment Agreement, each Term Loan (aas defined in this Agreement as in effect immediately prior to the effectiveness of the Amendment Agreement) outstanding on the Amendment and Restatement Effective Date will remain outstanding as a Tranche B-1 Term Loan. (b) Subject to the terms and conditions of the Amendment Agreement, each Tranche A Term B-2 Lender severally agrees to make (or to cause an Affiliate thereof that is an existing Lender to make) a term loan (a “Tranche A B-2 Term Loan”) in Dollars to the Borrower on the Closing Date Company in an a principal amount which will not to exceed the amount its Tranche B-2 Term Commitment. Each of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the B-2 Term Loans funded shall be borrowed by the Company on the Closing Date will December 3, 2009 and shall be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding by converting such principal amount of the then outstanding Revolving Loans of each applicable Lender (such conversion to be allocated ratably among each such Lender’s Revolving Loans under the Domestic Revolving Facility, the Multicurrency Revolving Facility and/or the Canadian Revolving Facility, as the case may be) into a Tranche B-2 Term Loan (such conversion, the “Conversion”). The Company shall give the Administrative Agent written notice by 12:00 Noon, New York City time on November 30, 2009, specifying the Type that the Tranche B-2 Term Loans for all purposes will be upon Conversion and, if the Tranche B-2 Term Loans will be Eurocurrency Loans, of the initial Interest Period or Periods thereof. Upon such notice, the Administrative Agent shall promptly notify each Tranche B-2 Lender thereof. For the avoidance of doubt, the borrowings under this Agreement and Section 2.1(b) shall not be subject to the other Loan Documents shall be satisfaction of the stated principal amount thereof outstanding from time to time. conditions precedent set forth in Section 5.2. (c) The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower Company and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.19.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B as follows. Each Continuing Term Lender severally agrees to make continue its Existing Term Loans as a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower Loan on the Closing Date in an a principal amount which will not exceed the amount of the Tranche B equal to such Continuing Term Lender’s Term Commitment of such Lender and (cii) each Tranche C Additional Term Lender severally agrees to make a term loan (a “Tranche C an Additional Term Loan”) in Dollars Loan on such date to the Borrower on the Amendment in a principal amount equal to such Additional Term Lender’s Term Commitment. For purposes hereof, a Person shall become a party to this Agreement and Restatement Effective Date in an amount which will not exceed the amount a Term Lender as of the Tranche C Closing Date by executing and delivering to the Administrative Agent, on or prior to the Closing Date, a Lender Addendum (Additional Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the ) in its capacity as a Term Loans funded Lender. (b) Each Additional Term Lender will make its Term Loan on the Closing Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2, an amount equal to its Term Commitment. The “Term Commitment” (i) of any Continuing Term Lender will be funded with original issue discount the amount of 2%its Existing Term Loans as set forth in the Register as of the Closing Date (prior to giving effect thereto) (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Closing Date), which shall be continued as an equal amount of Term Loans, and (ii) of any Additional Term Lender will be such amount allocated to such Additional Term Lender by the Administrative Agent and notified to such Additional Term Lender on or prior to the Closing Date. The Borrower Term Commitment of each Term Lender is set forth on Schedule 1.1A, and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. Commitments is $235,000,000. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.10. The Continuing Term Lenders hereby waive the benefits of Section 2.18 with respect thereto. The Lenders having Existing Term Loans that are prepaid in connection with the making of the Term Loans shall be entitled to the benefits of Section 2.18 with respect thereto. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its Term Loan.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower in Dollars on the Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.10. (i) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans” and such borrowing, an “Incremental Extension of Credit”); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist. Each Incremental Extension of Credit shall be in an aggregate principal amount that is not less than $5,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of any Incremental Extension of Credit, when taken together with all other Incremental Extensions of Credit and all Revolving Commitment Increases, shall not exceed $250,000,000. The Incremental Term Loans shall rank pari passu in right of payment and of security with the Term Loans. The Incremental Term Loans (i) shall not mature earlier than the Revolving Termination Date and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans and prepayments of scheduled amortization prior to such date of determination) and (i) except as set forth above and below, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (x) the interest rates (subject to clause (y) below) and amortization schedule (subject to clause (i) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof, (y) in the event that the yield on any Incremental Term Loans (taking into account interest margins, minimum Eurodollar Base Rate, minimum ABR, upfront fees and OID on such term loans with upfront fees and OID equated to interest margins based on an assumed four year life to maturity, but excluding upfront fees, ticking fees, arranging fees and any other fees not paid to the market generally) (the “Incremental Yield”) exceeds the yield on the Term Facility by more than 0.50%, then the interest margins for the Term Loans shall automatically be increased to a level such that the yield on the Term Loans shall be 0.50% below the Incremental Yield and (z) to the extent such terms applicable to the Incremental Term Loans are not consistent with the then existing Term Loans (except as permitted by the immediately preceding clause (x)) such terms shall be mutually agreed to by the Borrower and the Administrative Agent. (ii) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Term Commitment, an “Increasing Term Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Term Lender”); provided that (i) each Augmenting Term Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Term Lender, the Borrower and such Increasing Term Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Term Lender, the Borrower and such Augmenting Term Lender execute an agreement substantially in the form of Exhibit H hereto. (iii) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Incremental Term Lender, if any, each Augmenting Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section; provided that any amendments included in any Incremental Amendment meant to effect changes not relating to this Section 2.1(b) shall require the vote of the Lenders as described in Section 10.1 hereof. The making of any loans pursuant to any Incremental Amendment shall not be effective unless on the date thereof (each, an “Incremental Facility Closing Date”), after giving effect to such Incremental Extension of Credit (i) the conditions set forth in Section 5.2 are satisfied, (ii) the Borrower shall be in compliance with Section 7.1, (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, and (iv) such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender (acting through any of its branches or affiliates) with an Initial Term Commitment severally agrees to make made a term loan (a an “Tranche A Initial Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the applicable Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed equal to the amount of the Tranche C Initial Term Commitment of such LenderTerm Lender (such Term Lenders, the “Initial Term Lenders”). (b) Subject to the terms and conditions hereof and in Amendment No. The 1, each Term Lender (acting through any of its branches or affiliates) with a 2020 Term Commitment severally agrees to make a term loan (a “2020 Term Loan”) in Dollars to the applicable Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement No. 1 Effective Date will be funded with original issue discount of 1%. Notwithstanding in an amount equal to the foregoing, the aggregate outstanding principal amount of the 2020 Term Loans for all purposes Commitment of this Agreement and such Term Lender (such Term Lenders, the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. “2020 Term Lenders”). (c) The Term Loans may from time to time be Eurocurrency EurocurrencyABR Loans or ABR ABRTerm Benchmark Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. (d) Subject to the terms and conditions hereof and in Amendment No. 4, each Term Lender (acting through any of its branches or affiliates) with a 2021 Delayed Draw Term Commitment severally agrees to make a term loan (a “2021 Delayed Draw Term Loan”) in Dollars to Tempur-Pedic Management, LLC, as an Additional Borrower, on the 2021 Delayed Draw Funding Date in an amount equal to the amount of the 2021 Delayed Draw Term Commitment of such Term Lender (such Term Lenders, the “2021 Delayed Draw Term Lenders”). The 2021 Delayed Draw Term Commitments shall terminate on the earlier of (a) the 2021 Delayed Draw Funding Date and (b) the date that is six months after the Amendment No. 4 Effective Date (such earlier date, the “2021 Delayed Draw Term Commitment Termination Date”).

Term Commitments. (a) Subject to the terms and conditions hereof, (ai) pursuant to clause (b) of this Section, each Continuing Term Lender severally agrees to continue all of such Continuing Term Lender’s Existing Term Loans (“Continued Term Loans”) on the Restatement Effective Date and (ii) each Tranche A Additional Term Lender severally agrees to make a term loan loans (a “Tranche A Additional Term LoanLoans”, and, together with the Continued Term Loans, “Amended Term Loans”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not to exceed the amount of the Tranche C Additional Term Loan Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Amended Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.10. (b) Any Existing Term Lender may elect to continue such Lender’s Existing Term Loans requested by the Borrower in accordance with Section 2.2 by delivering notice to the Administrative Agent two Business Days prior to the Restatement Effective Date. On the Restatement Effective Date, such Lender’s Existing Term Loans shall be continued for all purposes of this Agreement as Amended Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Existing Term Loans continued as Amended Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the principal amount of the Existing Term Loan held by such Lender that is to be continued as an Amended Term Loan. From and after the Restatement Effective Date, Continued Term Loans shall constitute Amended Term Loans for all purposes of this Agreement. (c) Notwithstanding any provision of this Agreement, the provisions of Sections 2.16, 2.17, 2.18 and 10.5 as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date term loans denominated in Dollars ("TRANCHE A TERM LOANS") in an aggregate principal amount which will not the exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Loan Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The A Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.02 and 2.132.06. (b) Subject to the terms and conditions hereof, from time to time during the Delayed Draw Term Commitment Period, (i) each Dollar Delayed Draw Term Lender severally agrees to make to the Borrower term loans denominated in Dollars ("DOLLAR DELAYED DRAW TERM LOANS") in an aggregate principal amount that will not result in the amount of such Lender's Dollar Delayed Draw Term Loans exceeding such Lender's Dollar Delayed Draw Term Loan Commitment and (ii) each Multicurrency Delayed Draw Term Lender severally agrees to make to the Borrower term loans denominated in Dollars or an Alternative Currency ("MULTICURRENCY DELAYED DRAW TERM LOANS"; together with the Dollar Delayed Draw Term Loans, the "DELAYED DRAW TERM LOANS") in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender's Multicurrency Delayed Draw Term Loans exceeding such Lender's Multicurrency Delayed Draw Term Loan Commitment and (B) the Dollar Amount of the Multicurrency Delayed Draw Term Loans in Alternative Currencies exceeding the Alternative Currency Delayed Draw Term Sublimit. The Delayed Draw Term Loans may from time to time be Eurocurrency Loans or, in the case of Dollar Delayed Draw Term Loans or Multicurrency Delayed Draw Term Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.06. (c) Each Delayed Draw Term Loan under the Dollar Delayed Draw Term Commitments or Multicurrency Delayed Draw Term Commitments, as the case may be, shall be made as part of a Borrowing consisting of Delayed Draw Term Loans made by the Lenders thereunder ratably in accordance with their respective Dollar Delayed Draw Term Commitments or Multicurrency Delayed Draw Term Commitments, as the case may be. The failure of any Delayed Draw Term Lender to make any Delayed Draw Term Loan required to be made by it shall not relieve any other Delayed Draw Term Lender of its obligations hereunder; PROVIDED that the Delayed Draw Term Commitments of the Delayed Draw Term Lenders are several and no Delayed Draw Term Lender shall be responsible for any other Delayed Draw Term Lender's failure to make Delayed Draw Term Loans as required. (d) At the commencement of each Interest Period for any Eurocurrency Delayed Draw Term Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Delayed Draw Term Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; PROVIDED that an ABR Delayed Draw Term Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Dollar Delayed Draw Term Commitments or the Multicurrency Delayed Draw Term Commitments, as the case may be. Borrowings of more than one Type and Class may be outstanding at the same time; PROVIDED that there shall not at any time be more than a total of 12 Eurocurrency Delayed Draw Term Borrowings outstanding.

Term Commitments. (a) The parties hereto acknowledge and agree that the Existing Term Loans (i) have been made prior to the date hereof and (ii) shall either remain outstanding as set forth in this Section 2.1(a) or shall be converted into new Tranche B-2 Term Loans as set forth in Section 2.1(b). Each Non-Extending Term Lender acknowledges and agrees that its Existing Term Loans shall hereafter be referred to as “Tranche B-1 Term Loans”, and on and after the Restatement Date shall have all of the rights and benefits of Tranche B-1 Term Loans as set forth in this Agreement and the other Loan Documents. (b) Subject to the terms and conditions hereofhereof and of the Amendment Agreement, (a) each Tranche A Extending Term Lender and each Additional Term Lender severally agrees agrees, pursuant to the Amendment Agreement, to make a term loan (a “Tranche A B-2 Term Loan”) in Dollars Loan on the Restatement Date to the Borrower on the Closing Date in an amount Dollars, which will Tranche B-2 Term Loans shall not exceed the amount of for any such Lender the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B B-2 Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount as of the Tranche C Term Commitment of such LenderRestatement Date. The Borrower may make only one borrowing under the Tranche B-2 Term Commitment, which shall be on the Restatement Date. Subject to the terms and conditions hereof and of the Lenders acknowledge Amendment Agreement, each Extending Term Lender agrees that the Existing Term Loans funded made by such Lender under the Original Credit Agreement shall remain outstanding on and after the Restatement Date as Tranche B-2 Term Loans made pursuant to this Agreement, and shall be converted into Tranche B-2 Term Loans deemed to be made pursuant to this Agreement on the Closing Date will be funded with original issue discount of 2%Restatement Date. The Borrower and the Lenders acknowledge that the conversion of an Existing Term Loan of an Extending Term Lender shall be deemed to satisfy, dollar for dollar, such Extending Term Lender’s obligation to make Tranche C B-2 Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%Date. Notwithstanding the foregoing, the aggregate outstanding principal amount Such Existing Term Loans of the Extending Term Lenders shall on and after the Restatement Date have all of the rights and benefits of Tranche B-2 Term Loans for all purposes of as set forth in this Agreement and the other Loan Documents Documents. Each Extending Term Lender’s and each Additional Term Lender’s Tranche B-2 Term Commitment shall be terminate immediately and without further action on the stated principal amount thereof outstanding from time Restatement Date after giving effect to timethe funding (or conversion, as applicable) of such Lender’s Tranche B-2 Term Loan on such date. The Notwithstanding anything herein to the contrary, all Tranche B-2 Term Loans may from time of Extending Term Lenders made hereunder on the Restatement Date pursuant to time be Eurocurrency this Section 2.1(b) that are Eurodollar Loans or ABR Loans, will have initial Interest Periods ending on the same dates as determined by the Borrower and notified Interest Periods applicable to the Administrative Agent in accordance with Sections 2.2 and 2.13Existing Term Loans of such Extending Term Lenders.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower in Dollars on the Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.10. (i) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans” and such borrowing, an “Incremental Extension of Credit”); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist. Each Incremental Extension of Credit shall be in an aggregate principal amount that is not less than $5,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of any Incremental Extension of Credit, when taken together with all other Incremental Extensions of Credit and all Revolving Commitment Increases, shall not exceed $150,000,000. The Incremental Term Loans shall rank pari passu in right of payment and of security with the Term Loans. The Incremental Term Loans (i) shall not mature earlier than the Revolving Termination Date and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans and prepayments of scheduled amortization prior to such date of determination) and (i) except as set forth above and below, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (x) the interest rates (subject to clause (y) below) and amortization schedule (subject to clause (i) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof, (y) in the event that the yield on any Incremental Term Loans (taking into account interest margins, minimum Eurodollar Base Rate, minimum ABR, upfront fees and OID on such term loans with upfront fees and OID equated to interest margins based on an assumed four year life to maturity, but excluding upfront fees, ticking fees, arranging fees and any other fees not paid to the market generally) (the “Incremental Yield”) exceeds the yield on the Term Facility by more than 0.50%, then the interest margins for the Term Loans shall automatically be increased to a level such that the yield on the Term Loans shall be 0.50% below the Incremental Yield and (z) to the extent such terms applicable to the Incremental Term Loans are not consistent with the then existing Term Loans (except as permitted by the immediately preceding clause (x)) such terms shall be mutually agreed to by the Borrower and the Administrative Agent. (ii) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Term Commitment, an “Increasing Term Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Term Lender”); provided that (i) each Augmenting Term Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Term Lender, the Borrower and such Increasing Term Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Term Lender, the Borrower and such Augmenting Term Lender execute an agreement substantially in the form of Exhibit H hereto. (iii) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Incremental Term Lender, if any, each Augmenting Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section; provided that any amendments included in any Incremental Amendment meant to effect changes not relating to this Section 2.1(b) shall require the vote of the Lenders as described in Section 10.1 hereof. The making of any loans pursuant to any Incremental Amendment shall not be effective unless on the date thereof (each, an “Incremental Facility Closing Date”), after giving effect to such Incremental Extension of Credit (i) the conditions set forth in Section 5.2 are satisfied, (ii) the Borrower shall be in compliance with Section 7.1, (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, and (iv) such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a make, on the Closing Date, one or more term loan loans (each, a “Tranche A Closing Date Term Loan” and collectively, the “Closing Date Term Loans”) in Dollars to the Borrower on the Closing Date in Dollars in an amount equal to such Term Lender’s Closing Date Term Commitments, the proceeds of which will not exceed Closing Date Term Loans shall be deposited into the amount Escrow Account pursuant to the terms of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such LenderEscrow Agreement. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.134.3. The Borrower may make only one borrowing in respect of the Closing Date Term Commitments which shall be on the Closing Date. All amounts borrowed hereunder with respect to the Closing Date Term Loans shall be paid in full no later than the applicable Term Loan Maturity Date, if not earlier in accordance with the terms of this Agreement. Each Term Lender’s Closing Date Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Closing Date Term Commitment on such date. (b) Subject to the terms and conditions of the First Amendment, on the Initial First Amendment Effective Date, (A) each Term Lender that is a 2016 Converting Replacement Term Loan Lender severally agrees that, without further action by any party to this Agreement, a portion of such Lender’s Term Loans equal to such Lender’s Allocated Replacement Term Loan Conversion Amount shall automatically be converted into a 2016 Converted Replacement Term Loan to the Borrower in dollars and in like principal amount, (B) each 2016 New Replacement Term Loan Lender severally agrees to make a 2016 New Replacement Term Loan to the Borrower on the Initial First Amendment Effective Date denominated in dollars in a principal amount not to exceed its 2016 New Replacement Term Loan Commitment and (C) immediately following the 2016 Replacement Term Loan Conversion

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date term loans denominated in Dollars ("TRANCHE A TERM LOANS") in an aggregate principal amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Loan Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The A Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.02 and 2.132.06. (b) Subject to the terms and conditions hereof, from time to time during the Delayed Draw Term Commitment Period, (i) each Dollar Delayed Draw Term Lender severally agrees to make to the Borrower term loans denominated in Dollars ("DOLLAR DELAYED DRAW TERM LOANS") in an aggregate principal amount that will not result in the amount of such Lender's Dollar Delayed Draw Term Loans exceeding such Lender's Dollar Delayed Draw Term Loan Commitment and (ii) each Multicurrency Delayed Draw Term Lender severally agrees to make to the Borrower term loans denominated in Dollars or an Alternative Currency ("MULTICURRENCY DELAYED DRAW TERM LOANS"; together with the Dollar Delayed Draw Term Loans, the "DELAYED DRAW TERM LOANS") in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender's Multicurrency Delayed Draw Term Loans exceeding such Lender's Multicurrency Delayed Draw Term Loan Commitment and (B) the Dollar Amount of the Multicurrency Delayed Draw Term Loans in Alternative Currencies exceeding the Alternative Currency Delayed Draw Term Sublimit. The Delayed Draw Term Loans may from time to time be Eurocurrency Loans or, in the case of Dollar Delayed Draw Term Loans or Multicurrency Delayed Draw Term Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.06. (c) Each Delayed Draw Term Loan under the Dollar Delayed Draw Term Commitments or Multicurrency Delayed Draw Term Commitments, as the case may be, shall be made as part of a Borrowing consisting of Delayed Draw Term Loans made by the Lenders thereunder ratably in accordance with their respective Dollar Delayed Draw Term Commitments or Multicurrency Delayed Draw Term Commitments, as the case may be. The failure of any Delayed Draw Term Lender to make any Delayed Draw Term Loan required to be made by it shall not relieve any other Delayed Draw Term Lender of its obligations hereunder; PROVIDED that the Delayed Draw Term Commitments of the Delayed Draw Term Lenders are several and no Delayed Draw Term Lender shall be responsible for any other Delayed Draw Term Lender's failure to make Delayed Draw Term Loans as required. (d) At the commencement of each Interest Period for any Eurocurrency Delayed Draw Term Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Delayed Draw Term Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; PROVIDED that an ABR Delayed Draw Term Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Dollar Delayed Draw Term Commitments or the Multicurrency Delayed Draw Term Commitments, as the case may be. Borrowings of more than one Type and Class may be outstanding at the same time; PROVIDED that there shall not at any time be more than a total of 12 Eurocurrency Delayed Draw Term Borrowings outstanding.

Term Commitments. (a) On the terms and subject to the conditions contained in this Agreement and the DIP Orders, each Term Lender severally agrees to make the following New Money Term Loans to the Borrowers; provided, however that the aggregate principal amount of all New Money Term Loans funded by such Lender shall not exceed such Lender’s Term Commitment and the aggregate amount of all New Money Term Loans funded by the Term Lenders shall not exceed the Term Commitments: (i) a new money term loan (such term loan, an “Interim New Money Term Loan”) to the Borrowers in a single Borrowing on the Effective Date (which shall be a Business Day) in Dollars in an aggregate principal amount not to exceed such Term Lender’s Interim New Money Term Commitment; and (ii) a new money term loan (such term loan, a “Final New Money Term Loan”) to the Borrowers in a single Borrowing on the Final Facility Effective Date (which shall be a Business Day) in Dollars in an aggregate principal amount not to exceed the sum of (x) such Term Lender’s Final New Money Term Commitment plus (y) any unfunded portion of such Term Lender’s Interim New Money Term Commitment. Each Term Lender’s Term Commitment shall terminate immediately and without any further action upon the making of such Final New Money Term Loans by such Term Lender. (b) On the terms and subject to the conditions contained in this Agreement and the DIP Orders, on the Final Facility Effective Date, each Term Lender that is a Super-Priority Term Lender (a “Roll-Up Term Lender”) severally agrees that (i) (A) the aggregate outstanding principal amount of Existing Super-Priority Term Loans held by such Roll-Up Term Lender as of the Petition Date and (B) the Rolled-Up Additional Obligations due in respect of the Existing Super-Priority Term Loans to such Roll-Up Term Lender, shall be deemed exchanged for, repaid by and converted into a term loan to the Borrowers hereunder (each, a “Refinanced Term Loan”) and (ii) the aggregate outstanding amount (the “Make-Whole Amount”) of the “Applicable Premium” (as defined in the Existing Super-Priority Credit Agreement) due to such Roll-Up Term Lender pursuant to Section 2.11(b) of the Existing Super-Priority Credit Agreement as of the Petition Date, shall be deemed exchanged for, repaid by and converted into a term loan to the Borrowers hereunder (each, a “Refinanced Make-Whole Term Loan”), in each case of clauses (i) and (ii) above, on a dollar-for-dollar basis, which exchange and conversion (for the avoidance of doubt) shall not constitute a novation. Subject to the terms and conditions hereofset forth herein and in the DIP Orders, (a) and without any further action by any party to this Agreement, each Tranche A Roll-Up Term Lender’s Refinanced Term Loans and Refinanced Make-Whole Term Loans shall, on the Final Facility Effective Date, be deemed to be Term Loans and administered hereunder. For the avoidance of doubt, until such Refinanced Term Loans and Refinanced Make-Whole Term Loans are deemed to be Term Loans hereunder and approved by the DIP Orders, such Existing Super-Priority Term Loans, Rolled-Up Additional Obligations due in respect of the Existing Super-Priority Term Loans and Make-Whole Amount of each Roll-Up Term Lender severally agrees shall continue to make a term loan (a “Tranche A Term Loan”) in Dollars be guaranteed by the applicable guarantors under the Existing Super-Priority Guaranty Agreement and secured by and entitled to the Borrower benefits of all Liens created and arising under the Existing Super-Priority Collateral Documents, which Liens shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the Closing Date same perfected status and priority. To the extent not all such Existing Super-Priority Term Loans, Rolled-Up Additional Obligations due in an amount which will not exceed respect of the Existing Super-Priority Term Loans and Make-Whole Amount of each Roll-Up Term Lender are deemed to be Term Loans hereunder and approved by the DIP Orders, the amount of Refinanced Term Loans and Refinanced Make-Whole Term Loans indefeasibly deemed to be Term Loans hereunder and approved by the Tranche A Term Commitment of such LenderDIP Orders, (b) each Tranche B Term Lender severally agrees to make shall be allocated on a term loan (a “Tranche B Term Loan”) in Dollars pro rata basis to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Roll-Up Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such LenderLenders. The Borrower Refinanced Term Loans and the Lenders acknowledge that the Refinanced Make-Whole Term Loans funded on the Closing Date will be funded with original issue discount shall jointly constitute a single, fungible tranche of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment hereunder and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and under the other Loan Documents and a single Facility hereunder. For the avoidance of doubt, such tranche shall be separate and distinct from the stated principal amount thereof outstanding from time to timesingle, fungible tranche of Term Loans consisting of the New Money Term Loans (which shall constitute a separate Facility hereunder). The Refinanced Term Loans and the Refinanced Make-Whole Term Loans shall share a CUSIP number. The New Money Term Loans shall have a different CUSIP number than the Refinanced Term Loans and the Refinanced Make-Whole Term Loans. (c) Amounts of Term Loans that are repaid or prepaid may from time to time not be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13reborrowed.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Initial Term Lender severally agrees to make a term loan (a “Tranche A an "Initial Term Loan”") in Dollars to the Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Initial Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Initial Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12. (b) So long as (i) no Event of Default shall be in existence and (ii) the Consolidated Senior Leverage Ratio for the fiscal quarter most recently ended, determined after giving pro forma effect to the making of the Incremental Term Loans and the use of the proceeds thereof, shall be 2.75 to 1.00 or lower, the Borrower and any one or more Lenders agree that such Lenders (or any other additional bank, financial institution or other entity which becomes a Lender pursuant to this Section 2.1(b)) shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Term Facility Activation Notice specifying (i) the amount of such Incremental Term Loans (which shall equal at least $50,000,000, in the aggregate unless otherwise agreed upon by the Administrative Agent), (ii) the applicable Incremental Term Maturity Date, (iii) the amortization schedule for such Incremental Term Loans, (iv) the Applicable Margin for such Incremental Term Loans and (v) the proposed original issue discount applicable to such Incremental Term Loans, if any. Notwithstanding the foregoing, without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental Term Loans shall not exceed $150,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with the making of any Incremental Term Loan shall execute a New Lender Supplement and the Administrative Agent shall record such bank, financial institution or other entity as a Lender in the Register, whereupon such bank, financial institution or other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Term Commitments. One or more Lenders previously made Existing Term Loans to the Borrower on the Original Closing Date in an aggregate original principal amount equal to $40,000,000, the aggregate outstanding principal balance of which is $39,000,000 as of the Closing Date. The Existing Term Loans (together with all accrued and unpaid interest, fees, indemnities, costs and other payment obligations that are outstanding immediately prior to the date hereof) are owing as of the Closing Date, and are payable without set-off, counterclaim, deduction, offset or defense. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender with a Term Commitment severally agrees to make a term loan (a “Tranche A new Term Loan”) in Dollars Loan to the Borrower on on, or to the extent requested by the Borrower, within two (2) Business Days after, the Closing Date in an amount which will not exceed equal to the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars such that after giving effect to the Borrower Term Loan to be made on or about the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoingDate, the aggregate outstanding principal amount balance of the Term Loans for all purposes (inclusive of this Agreement the Existing Term Loans) shall be $60,000,000. On and after the making of such Term Loans on or about the Closing Date, each Existing Term Loan and the other Term Loan Documents made on or about the Closing Date shall be made or converted (as applicable) into ABR Loans and shall constitute the stated principal amount thereof outstanding from time “Term Loans” hereunder. All breakage fees in connection with the conversion of the Existing Term Loans to timesuch ABR Loans shall be waived. All accrued and unpaid interest in respect of the Existing Term Loans shall be repaid on the Closing Date. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13, and once repaid in accordance with the provisions hereof may not be reborrowed.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A B Term Loan Lender severally agrees to make term loans ("Tranche B Term Loans") to (i) the Borrower on the Effective Date in a principal amount not to exceed the Borrower Tranche B Term Loan Commitment of such Lender and (ii) the Permitted Borrower on the Effective Date in a principal amount not to exceed the Permitted Borrower Tranche B Term Loan Commitment of such Lender. (b) The Borrower and all or certain of the Lenders may, up to five times during the period from the Effective Date to but excluding the Incremental Term Loan Termination Date, agree that such Lenders shall become Incremental Lenders or increase the principal amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the respective Incremental Term Loan Amount of such Incremental Lenders, (ii) the applicable Incremental Term Loan Closing Date, (iii) the applicable Incremental Maturity Date, (iv) the amortization schedule for the applicable Incremental Term Loans, which shall comply with subsection 2.3(c) and (v) the Applicable Margin for the Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice, and which shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Term Loan Activation Notice severally agrees, on the terms and conditions of this Agreement, to make a term loan (a “Tranche A an "Incremental Term Loan”") in Dollars to the Borrower on the Incremental Term Loan Closing Date specified in an such Incremental Term Loan Activation Notice in a principal amount which will not to exceed the amount of the Tranche A Incremental Term Commitment Loan Amount of such Lender, (b) each Tranche B Incremental Lender specified in such Incremental Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars Loan Activation Notice. Subject to the terms and conditions of this Agreement, the Borrower on the Closing Date may convert Incremental Term Loans of one Type into Incremental Term Loans of another Type (as provided in an amount which will not exceed the amount subsection 2.10) or continue Incremental Term Loans of one Type as Incremental Term Loans of the Tranche B Term Commitment of such Lender and same Type (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) as provided in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lendersubsection 2.10). The Borrower and the Lenders acknowledge that the Incremental Term Loans funded on the Closing Date will that are prepaid may not be funded with original issue discount of 2%reborrowed. The Borrower and the Lenders acknowledge that the Tranche C Nothing in this subsection 2.1(b) shall be construed to obligate any Lender to execute an Incremental Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%Loan Activation Notice. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Incremental Term Loans for all purposes of this Agreement and made after the other Loan Documents Effective Date shall be the stated principal amount thereof outstanding from time to time. not exceed $150,000,000. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and the Permitted Borrower, as applicable, and notified to the Administrative Agent in accordance with Sections subsections 2.2 and 2.132.10.

Term Commitments. (a) Subject to the terms and conditions hereof, , (aii) each Tranche A B Term Loan Lender severally agrees to make a term loan (a “"Tranche A B Term Loan”") in Dollars to the Borrower on the Closing Date in an a principal amount which will not to exceed the amount of the Tranche A B Term Loan Commitment of such Lender, . (b) each Tranche B The Borrower and all or certain of the Lenders may, up to five times during the period from and including the Closing Date to but excluding the Incremental Term Loan Termination Date, agree that such Lenders shall become Incremental Lenders or increase the principal amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the respective Incremental Term Loan Amount of such Incremental Lenders, (ii) the applicable Incremental Term Loan Closing Date, (iii) the applicable Incremental Maturity Date, (iv) the amortization schedule for the applicable Incremental Term Loans, which shall comply with subsection 2.3(c) and (v) the Applicable Margin for the Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice, and which shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Term Loan Activation Notice severally agrees agrees, on the terms and conditions of this Agreement, to make a term loan (a “Tranche B an "Incremental Term Loan”") in Dollars to the Borrower on the Incremental Term Loan Closing Date specified in an such Incremental Term Loan Activation Notice in a principal amount which will not to exceed the amount of the Tranche B Incremental Term Commitment Loan Amount of such Incremental Lender and (c) each Tranche C specified in such Incremental Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars Loan Activation Notice. Subject to the terms and conditions of this Agreement, the Borrower on the Amendment and Restatement Effective Date may convert Incremental Term Loans of one Type into Incremental Term Loans of another Type (as provided in an amount which will not exceed the amount subsection 2.10) or continue Incremental Term Loans of one Type as Incremental Term Loans of the Tranche C Term Commitment of such Lendersame Type (as provided in subsection 2.10). The Borrower and the Lenders acknowledge that the Incremental Term Loans funded on the Closing Date will that are prepaid may not be funded with original issue discount of 2%reborrowed. The Borrower and the Lenders acknowledge that the Tranche C Nothing in this subsection 2.1(b) shall be construed to obligate any Lender to execute an Incremental Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%Loan Activation Notice. Notwithstanding the foregoing, (a) without the consent of the Required Lenders the Borrower shall not solicit any Incremental Term Loan Activation Notice after March 3, 2001 and (b) the aggregate outstanding principal amount of the Incremental Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. not exceed $225,000,000. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections subsections 2.2 and 2.132.10.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) Loan in Dollars to the Borrower on the Incremental Facilities Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to, subject to make a term loan (a “the terms and conditions set forth in the Incremental Tranche B Term Loan”) Facility AgreementSixth Amendment, make a Tranche B Term Loan in Dollars to the Borrower on the Closing Tranche B Term Facility Initial Funding Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender and (c) subject to the terms and conditions of the Second Amendment, each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) Loan in Dollars to the Borrower on the Second Amendment and Restatement Effective Date in an amount which will not to exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and Tranche A Term Loans, the Lenders acknowledge that the Tranche B Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) Loan in Dollars to the Borrower on the Incremental Facilities Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, and (b) each Tranche B Term Lender severally agrees to, subject to the terms and conditions set forth in the Sixth Amendment, make a term loan (a “Tranche B Term Loan”) Loan in Dollars to the Borrower on the Closing Tranche B Term Facility Initial Funding Date in an amount which will not to exceed the amount of ofor the Tranche B Term Commitment of such Lender and (c) subject to the terms and conditions of the Second Amendment, each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) Loan in Dollars to the Borrower on the Second Amendment and Restatement Effective Date DateFacility Increase Funding Date, as applicable pursuant to the Sixth Amendment, in an amount which will not to exceed the amount of the Tranche C CB Term Commitment of such Lender. The Borrower Tranche A Term Loans, and the Lenders acknowledge that the Tranche B Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) Loan in Dollars to the Borrower on the Incremental Facilities Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to, subject to make a term loan (a “the terms and conditions set forth in the Incremental Tranche B Term Loan”) Facility Agreement, make a Tranche B Term Loan in Dollars to the Borrower on the Closing Tranche B Term Facility Funding Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender and (c) subject to the terms and conditions of the Second Amendment, each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) Loan in Dollars to the Borrower on the Second Amendment and Restatement Effective Date in an amount which will not to exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and Tranche A Term Loans, the Lenders acknowledge that the Tranche B Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12.”

Term Commitments. (a) 2.1 Term Commitments . Subject to the terms and conditions hereof, (a) each Tranche A Term B Lender on the Closing Date severally agrees agreesagreed to make a term loan (a “Tranche A Term B Loan”) in Dollars to the Parent Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche Term B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Parent Borrower and may make only one borrowing under the Lenders acknowledge that the Closing Date Term Loans funded B Commitments, which shall be on the Closing Date. (b) Subject to the terms and conditions set forth in the Second Amendment, each Second Amendment Term B Lender with a Second Amendment Term B Commitment as of the Second Amendment Effective Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C severally agrees to make a Second Amendment Term Loans funded B Loan (and/or continue its Closing Date Term B Loan as a Second Amendment Term B Loan, as applicable) on the Second Amendment and Restatement Effective Date will be funded with original issue discount of 1%in Dollars in an aggregate principal amount equal to such Second Amendment Term B Lender’s Second Amendment Term B Commitment. Notwithstanding Following the foregoingmaking or continuation thereof, as applicable, on the Second Amendment Effective Date, the aggregate outstanding principal amount of the Second Amendment Term B Loans shall constitute Term B Loans and Term Loans, as applicable, in all respects for all purposes of this Agreement and the all other Loan Documents Documents. The Parent Borrower may make only one borrowing under the Second Amendment Term B Commitments, which shall be on the stated principal amount thereof outstanding from time to time. Second Amendment Effective Date. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Parent Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12. The Parent Borrower may make only one borrowing under the Term B Commitments, which shall be on the Closing Date. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Restatement Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.134.3. (b) Subject to the terms and conditions hereof, each of the Continuing Lenders agrees that the Existing Term Loans made by such Lender under the Original Credit Agreement shall remain outstanding on and after the Restatement Date as Term Loans made pursuant to this Agreement, and shall be deemed to have been repaid with Term Loans made pursuant to this Agreement on the Restatement Date. Each Existing Term Loan of a Continuing Lender shall be deemed to satisfy, dollar for dollar, such Continuing Lender’s obligation to make Term Loans on the Restatement Date. Such Existing Term Loans shall on and after the Restatement Date have all of the rights and benefits of Term Loans as set forth in this Agreement and the other Loan Documents. Notwithstanding anything herein to the contrary, all such Term Loans made hereunder on the Restatement Date pursuant to this section 2.1(a)(b) that are Eurodollar Rate Loans will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing Term Loans of such Continuing Lenders.

Term Commitments. (a) On the Effective Date, the Tranche A Term Loans (as defined in the Existing Credit Agreement) (the "Existing Tranche A Dollar Term Loans") held by the Existing Lenders immediately prior to the Effective Date shall automatically, and without any 28 35 action on the part of any Person, be designated and continued as Tranche A Dollar Term Loans hereunder. (b) Subject to the terms and conditions hereof, (a) each Tranche A Euro Term Lender severally agrees to make a term loan (a “Tranche A Euro Term Loan”) in Dollars Loan to the Borrower on the Closing Effective Date in an amount which will not exceed equal to the amount of the Tranche A Euro Term Commitment of such Lender. (c) On the Effective Date, (bi) the Tranche B Term Loans (as defined in the Existing Credit Agreement) (the "Existing Tranche B Term Loans") held by the Existing Lenders immediately prior to the Effective Date shall automatically, and without any action on the part of any Person, be designated and continued as Tranche B Term Loans hereunder and (ii) each Tranche B Term Lender severally agrees to make a term loan (a “having an Incremental Tranche B Term Loan”) in Dollars Commitment severally agrees, on the terms and conditions hereof, to make an Incremental Tranche B Term Loan to the Borrower on the Closing Effective Date in an amount which will not exceed equal to the amount of the Incremental Tranche B Term Commitment of such Lender and Lender. (cd) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to On the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that Date, the Tranche C Term Loans funded (as defined in the Existing Credit Agreement) (the "Existing Tranche C Term Loans") held by the Existing Lenders immediately prior to the Effective Date shall automatically, and without any action on the Amendment part of any Person, be designated and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the continued as Tranche C Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. hereunder. (e) The Term Loans (other than the Tranche A Euro Term Loans) may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12; provided that all Incremental Tranche B Term Loans made on the Effective Date shall initially be ABR Loans. The Tranche A Euro Term Loans shall be Euro Loans. (f) On the Effective Date, all existing "Interest Periods" under the Existing Credit Agreement in respect of the "Term Loans" outstanding thereunder immediately prior to the Effective Date shall automatically be designated and continued as Interest Periods hereunder.

Term Commitments. i. Subject to the terms and conditions hereofset forth herein, each Term B1 Lender agrees (ax) each Tranche A Term Lender severally agrees to make a term loan to the Borrower denominated in Dollars (a “Tranche A Term B1 Loan”) in Dollars to the Borrower on the Closing ClosingAmendment No. 1 Effective Date in an aggregate amount which will not to exceed the amount of its Term B1 Commitment. and (y) to the Tranche A conversion of each Converted Term Commitment B1 Loan of such Lender into a Term B1 Loan of such Lender as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender, ’s Converted Term B1 Loans immediately prior to such conversion; provided that each Term B1 Loan converted pursuant to clause (by) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement No. 1 Effective Date in shall initially be a Eurocurrency Loan with an amount which will not exceed Interest Period equal to the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded remaining Interest Period on the Closing Date will be funded with original issue discount applicable Converted Term B1 Loan immediately prior to the effectiveness of 2%Amendment No. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term B1 Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Term B1 Loans shall be paid in full no later than the Term B1 Maturity Date. Each Lender’s Term B1 Commitment shall terminate immediately and without further action on the ClosingAmendment No. 1 Effective Date after giving effect to the funding of such Term B1 Commitment on such date. ii. Subject to the terms and conditions set forth herein, each Term B2 Lender agrees (x) to make a loan to the Borrower denominated in Dollars (a “Term B2 Loan”) on the ClosingAmendment No. 1 Effective Date in an aggregate amount not to exceed the amount of its Term B2 Commitment. and (y) to the conversion of each Converted Term B2 Loan of such Lender into a Term B2 Loan of such Lender as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term B1 Loans immediately prior to such conversion; provided that each Term B2 Loan converted pursuant to clause (y) on the Amendment No. 1 Effective Date shall initially be a Eurocurrency Loan with an Interest Period equal to the remaining Interest Period on the applicable Converted Term B2 Loan immediately prior to the effectiveness of Amendment No. 1. The Term B2 Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Term B2 Loans shall be paid in full no later than the Term B2 Maturity Date. Each Lender’s Term B2 Commitment shall terminate immediately and without further action on the ClosingAmendment No. 1 Effective Date after giving effect to the funding of such Term B2 Commitment on such date.

Term Commitments. (a) Subject to the terms and conditions hereof, (ai) each Tranche A Term Lender severally agrees to make a term loan (a “"Tranche A Term Loan”") denominated in Dollars to the Borrower on the Closing First Amendment Effective Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, Lender and (bii) each Tranche B Term Lender severally agrees to make a term loan (a “"Tranche B Term Loan”") denominated in Dollars to the Borrower on the Closing First Amendment Effective Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency LIBOR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections subsection 2.2 and 2.132.14. (b) Notwithstanding the foregoing, in connection with the making of any Tranche A Term Loan pursuant to subparagraph (a)(i) above or Tranche B Term Loan pursuant to subparagraph (a)(ii), by giving telephonic or such other reasonably acceptable notice to the Administrative Agent prior to the First Amendment Effective Date, any Lender of Existing Term Loans may elect to convert all or part of the outstanding principal amount of such Lender's Existing Term Loans into a principal amount of Tranche A Term Loans or Tranche B Term Loans hereunder, as indicated to the Administrative Agent, equal to the principal amount so converted. On the First Amendment Effective Date, such Existing Term Loans shall be converted for all purposes of this Agreement into Tranche A Term Loans or Tranche B Term Loans, as the case may be, hereunder, and the Administrative Agent shall record in the Register the aggregate amount of Existing Term Loans converted into Tranche A Term Loans or Tranche B Term Loans, as applicable."

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan denominated in Dollars (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan denominated in Dollars (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender and (c) ). Subject to the terms and conditions set forth in Amendment No. 2 and in the Tranche A-3 Joinder Agreement, each Tranche C A-23 Term Lender severally agrees pursuant to the Tranche A-3 Joinder Agreement to make a term loan denominated in Dollars (a “Tranche C A-2Tranche A-3 Term Loan”) to the Borrower on the Increase Joinder Effective Date in an amount not to exceed the amount of the Tranche AAmendment No. 2 Effective Date in an amount not to exceed the amount of the Tranche A-3 Term Commitment of such Lender. Subject to the terms and conditions set forth in Amendment No. 2 and in the Tranche B-2 Joinder Agreement, the Initial Tranche B-2 Term Lender agrees pursuant to the Tranche B-2 Joinder Agreement to make a term loan denominated in Dollars (a “Tranche B-2 Term Loan”) to the Borrower on the Amendment and Restatement No. 2 Effective Date in an amount which will not to exceed the amount of the Tranche C B-2 Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B as follows. Each Continuing Term Lender severally agrees to make continue its Existing Term Loans as a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower Loan on the Closing Date in an a principal amount which will not exceed the amount of the Tranche B equal to such Continuing Term Lender’s Term Commitment of such Lender and (cii) each Tranche C Additional Term Lender severally agrees to make a term loan (a “Tranche C an Additional Term Loan”) in Dollars Loan on such date to the Borrower on the Amendment in a principal amount equal to such Additional Term Lender’s Term Commitment. For purposes hereof, a Person shall become a party to this Agreement and Restatement Effective Date in an amount which will not exceed the amount a Term Lender as of the Tranche C Closing Date by executing and delivering to the Administrative Agent, on or prior to the Closing Date, a Lender Addendum (Additional Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the ) in its capacity as a Term Loans funded Lender. (b) Each Additional Term Lender will make its Term Loan on the Closing Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2, an amount equal to its Term Commitment. The “Term Commitment” (i) of any Continuing Term Lender will be funded with original issue discount the amount of 2%its Existing Term Loans as set forth in the Register as of the Closing Date (prior to giving effect thereto) (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Closing Date), which shall be continued as an equal amount of Term Loans, and (ii) of any Additional Term Lender will be such amount allocated to such Additional Term Lender by the Administrative Agent and notified to such Additional Term Lender on or prior to the Closing Date. The Borrower Term Commitment of each Term Lender is set forth on Schedule 1.1A, and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. Commitments is $460,000,000. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.10. The Continuing Term Lenders hereby waive the benefits of Section 2.18 with respect thereto. The Lenders having Existing Term Loans that are prepaid in connection with the making of the Term Loans shall be entitled to the benefits of Section 2.18 with respect thereto. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its Term Loan.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Committed Term Loan Lender severally agrees (A) to make a term loan (a “Tranche A an "Initial Term Loan”") in Dollars to the Borrower on the Closing Date in an a principal amount which will not to exceed the amount of the Tranche A Initial Term Loan Commitment of such Lender, Lender and (bB) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B "Delayed Term Loan”") in Dollars to the Borrower on at any one time during the Delayed Commitment Period in a principal amount not to exceed the Delayed Term Loan Commitment of such Lender. (b) The Borrower and all or certain of the Lenders may, up to five times during the period from and including the Closing Date in an amount which will not exceed to but excluding the Incremental Term Loan Termination Date, agree that such Lenders shall become Incremental Lenders or increase the principal amount of their Incremental Term Loans by executing and delivering to the Tranche B Administrative Agent an Incremental Term Commitment Loan Activation Notice specifying (i) the respective Incremental Term Loan Amount of such Lender Incremental Lenders, (ii) the applicable Incremental Term Loan Closing Date, (iii) the applicable Incremental Maturity Date, (iv) the amortization schedule for the applicable Incremental Term Loans, which shall comply with subsection 2.3(b) and (cv) each Tranche C the Applicable Margin for the Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice, and which shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Term Loan Activation Notice severally agrees agrees, on the terms and conditions of this Agreement, to make a term loan (a “Tranche C an "Incremental Term Loan”") in Dollars to the Borrower on the Amendment and Restatement Effective Incremental Term Loan Closing Date specified in an such Incremental Term Loan Activation Notice in a principal amount which will not to exceed the amount of the Tranche C Incremental Term Commitment Loan Amount of such LenderIncremental Lender specified in such Incremental Term Loan Activation Notice. The Subject to the terms and conditions of this Agreement, the Borrower and the Lenders acknowledge that the may convert Incremental Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C one Type into Incremental Term Loans funded on of another Type (as provided in subsection 2.10) or continue Incremental Term Loans of one Type as Incremental Term Loans of the Amendment and Restatement Effective Date will same Type (as provided in subsection 2.10). Incremental Term Loans that are prepaid may not be funded with original issue discount of 1%reborrowed. Nothing in this subsection 2.1(b) shall be construed to obligate any Lender to execute an Incremental Term Loan Activation Notice. Notwithstanding the foregoing, (a) without the consent of the Required Lenders the Borrower shall not solicit any Incremental Term Loan Activation Notice after December 31, 2000 and (b) the aggregate outstanding principal amount of the Incremental Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. not exceed $100,000,000. (c) The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections subsections 2.2 and 2.132.10.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A 2016 Term Lender severally agreed to make a term loan (a “2016 Term Loan”) to the Borrower on the Restatement Effective Date in an amount not to exceed the 2016 Term Commitment of such 2016 Term Lender, (b) each 2019 Term Lender severally agreed to make a term loan (a “2019 Term Loan” and upon the Fourth Amendment Effective Date, such 2019 Term Loan becoming a term loan with a maturity date of September 25, 2021 (a “2021 Term Loan”)) to the Borrower on the Restatement Effective Date in an amount not to exceed the 2019 Term Commitment of such 2019 Term Lender and, (c) each 2023 Term Lender severally agreesagreed to make a term loan or continue its 2021 Term Loan pursuant to the terms of the Fifth Amendment (each, a “2023 Term Loan”) to the Borrower on the Fifth Amendment Effective Date in an amount not to exceed the 2023 Term Commitment of such 2023 Term Lender and (d) each 2026 Term Lender severally agrees to make a term loan or exchange its 2023 Term Loan pursuant to the terms of the Sixth Amendment (each, a “Tranche A 2026 Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Sixth Amendment and Restatement Effective Date in an amount which will not to exceed the amount of the Tranche C 2026 Term Commitment of such 2026 Term Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency LIBOR Rate Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.133.3.

Term Commitments. Subject to the terms and conditions hereof, : (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Each Tranche B Term Lender severally agrees to make (or be deemed to have made) a term loan to the Borrower in Dollars (each, a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Restatement Date in an amount which will not exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C B Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.134.3. (b) Each of the Continuing Lenders agrees that the Original Term Loans made by such Continuing Lender under the Original Credit Agreement shall remain outstanding on and after the Restatement Date as Tranche B Term Loans made pursuant to this Agreement, and shall be deemed to constitute Tranche B Term Loans made in satisfaction of its obligation to make Tranche B Term Loans on the Restatement Date in accordance with Section 2.1(a) in an amount equal to the amount of such Original Term Loans. Such Original Term Loans shall on and after the Restatement Date have all of the rights and benefits of Tranche B Term Loans as set forth in this Agreement and the other Loan Documents. Notwithstanding anything herein to the contrary, all such Tranche B Term Loans deemed so made hereunder on the Restatement Date pursuant to this Section 2.1 that are Eurodollar Loans will have initial Interest Periods ending on the same dates as the Interest Periods applicable on the Restatement Date to the Original Term Loans of such Continuing Lenders.

Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “"Tranche A Term Loan”") in Dollars to the Borrower on the Acquisition Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender; provided, however, that if, pursuant to Section 1.8 of the Acquisition Agreement, the Excluded Business is not acquired by the Borrower on the Acquisition Closing Date (i) the aggregate amount of Tranche A Term Loans made on the Acquisition Closing Date shall be reduced by an amount equal to the amount of the reduction in the purchase price payable under the Acquisition Agreement on the Acquisition Closing Date provided for in Section 1.8(d) of the Acquisition Agreement and (ii) each Tranche A Term Lender severally agrees to make an additional term loan (which shall be part of such Lender's Tranche A Term Loan) on the Final Acquisition Closing Date (but, in no event later than the earlier of September 21, 2003 and the Second Closing Termination Date) in an amount not to exceed the amount of its unused Tranche A Term Commitment, provided, that the aggregate amount of Tranche A Term Loans made on the Final Acquisition Closing Date shall not exceed $180,000,000; provided, further, that if the Acquisition shall not have been consummated on or prior to January 31, 2003, the Tranche A Term Commitments shall automatically and immediately terminate, and (b) each Tranche B Term Lender severally agrees to make a term loan (a “"Tranche B Term Loan”") in Dollars to the Special Purpose Borrower on the Initial Closing Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender Lender, provided, that, upon the occurrence of the Acquisition Closing Date and (c) each Tranche C Term Lender severally agrees immediately prior to make a term loan (a “Tranche C Term Loan”) in Dollars to or concurrently with the release of funds from the Escrow Account, the Special Purpose Borrower on shall be merged with and into RHDonnelley and RHDonnelley shall, and does hereby, become the Amendment and Restatement Effective Date in an amount which will not exceed the amount "Borrower" of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the B Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower hereunder and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment shall, and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoingdoes hereby, the aggregate outstanding principal amount assume all of the Term Loans for all purposes obligations of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to timeSpecial Purpose Borrower in respect thereof. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.2, 2.3 and 2.134.3.

Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Eurodollar Loans or ABR Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.134.3. (b) During the Delayed Draw Term Commitment Period, and subject to the terms and conditions hereof, each Delayed Draw Term Lender severally agrees to make up to but no more than three term loans (each, a “Delayed Draw Term Loan”) to the Borrower after the Closing Date in an amount up to but not exceeding such Lender’s Delayed Draw Term Commitment. Any amount borrowed under this Section 2.1(b) and subsequently repaid or prepaid may not be reborrowed. Delayed Draw Term Loans shall be made in an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. Each Lender’s Delayed Draw Term Commitment shall expire on the Delayed Draw Term Commitment Termination Date.

Term Commitments. Subject to the terms and conditions hereof, (a) each Original Term Lender severally agrees to make a term loan (aan “Original Term Loan”) in Dollars to the Borrower on the Closing Date in an amount not to exceed the amount of the Original Term Commitment of such Lender and, (b) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) in Dollars to the Borrower on the Incremental Facilities Closing Date in an amount which will not to exceed the amount of the Tranche A Term Commitment of such Lender, Lender and (bc) each Tranche B Term Lender severally agrees to, subject to the terms and conditions set forth in the Incremental Tranche B Term Facility Agreement, make a term loan (a “Tranche B Term Loan”) in Dollars to the Borrower on the Closing Tranche B Term Facility Funding Date in an amount which will not to exceed the amount of the Tranche B Term Commitment of such Lender and (c) each Tranche C Term Lender severally agrees to make a term loan (a “Tranche C Term Loan”) in Dollars to the Borrower on the Amendment and Restatement Effective Date in an amount which will not exceed the amount of the Tranche C Term Commitment of such Lender. The Borrower Original Term Loans, the Tranche A Term Loans and the Lenders acknowledge that the Term Loans funded on the Closing Date will be funded with original issue discount of 2%. The Borrower and the Lenders acknowledge that the Tranche C Term Loans funded on the Amendment and Restatement Effective Date will be funded with original issue discount of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The AB Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.132.12.