Common use of Commitments to Lend Clause in Contracts

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowing.

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to make Loans in dollars and/or euros lend to the Company or any Eligible each Borrower pursuant (other than a Borrower that is an Affiliate Advised Borrower with respect to this Section 2.01 such Lender), and such Borrower may borrow, repay, and reborrow from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) , upon notice by such Bank at any one time Borrower to Operations Agent given in accordance with SECTION 2.02, such Revolving Credit Loans as are requested by such Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference after giving effect to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingall amounts requested) at any one time equal to such Lender's Commitment Amount, provided that (i) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) to any Borrower shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the Aggregate Commitmentsaggregate Commitment Amounts. Each Borrowing under this Section 2.01 SECTION 2.01(A) shall be in an aggregate principal amount of the Borrowing Minimum not less than $100,000 or any a larger whole multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c$10,000 and shall, subject to SECTION 2.01(C)) and shall , be made from the several Banks ratably Lenders pro rata in proportion accordance with each Lender's Commitment Percentage. Each Revolving Credit Loan shall mature and become due and payable as provided in SECTION 2.05. (b) Notwithstanding the provisions of SECTION 2.01(A) and subject to their respective Commitments. Within the foregoing limitsterms of this Agreement, each Borrower (other than a Borrower that is an Affiliate Advised Borrower with respect to Swing Line Lender) may request Loans (Swing Line Advances) in an aggregate principal amount of not less than $50,000 or a larger integral multiple of $10,000, and if: (i) the aggregate principal amount of such requested Loans (Swing Line Advances) to such Borrower and of all other Loans outstanding to all Borrowers which were made pursuant to the operation of this SECTION 2.01(B) do not exceed $50,000,000; (ii) the aggregate principal amount of all Loans outstanding from Swing Line Lender (after giving effect to all amounts requested) does not exceed Swing Line Lender's Commitment Amount; (iii) the aggregate principal amount of all Loans outstanding to such Borrower (after giving effect to all amounts requested) does not exceed the Maximum Amount for such Borrower; and (iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then Swing Line Lender (subject to all of the terms and conditions of this Agreement) shall make all of such Loans (each, a "SWING LINE ADVANCE," and collectively, the Borrowers may borrow under this Section 2.01"SWING LINE ADVANCES"). Each Borrower promises to pay any Swing Line Advance made to it in full (together with any accrued and unpaid interest thereon) on the earliest of (A) 10 days after the date such Swing Line Advance was made, repay, or (B) the date of the next Loan made to the extent permitted such Borrower by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one timeLenders pursuant to SECTION 2.01(A), and any Borrowing that would exceed such limitation shall be made as an ABR Borrowing.(C) the Termination Date. If:

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans loans denominated in U.S. dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 Borrowers, and the Borrowers may borrow, repay and reborrow from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros , upon notice by reference a Borrower to the Equivalent thereof Administrative Agent given in dollars determined on accordance with Section 2.2(a) hereof, (i) such sums as are requested by the date of delivery of Tranche A Borrowers, and (ii) such sums as are requested by the applicable Notice of Borrowing) by such Bank at any one time outstanding Tranche B Borrowers, in each case in an aggregate principal amount that will not result (after giving effect to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingamounts requested) at any one time outstanding in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Lender’s Tranche A Commitment Amount, (b) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount, (c) such Bank’s Revolving Credit Exposure exceeding such Lender’s Commitment Amount, (d) the aggregate principal amount of all Tranche A Loans to all Borrowers shall not exceed each Tranche A Borrower exceeding its respective Tranche A Sublimit or (e) the Aggregate CommitmentsTotal Revolving Credit Exposures exceeding the total Commitment Amounts (the “Maximum Amount”), such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with under this Section 3.02(c)) and shall be made from the several Banks ratably pro rata in proportion to their respective Commitments. Within accordance with each Bank’s Commitment Percentage. (b) Notwithstanding the foregoing limits, the Borrowers may borrow under provisions of clause (a) of this Section 2.012.1, repay, or and subject to the extent permitted terms and conditions of this Agreement, each Swing Line Lender agrees to make (x) a portion of its Tranche A Commitment Amount available by Section 2.10 prepaymaking Loans to any one or more Tranche A Borrowers and (y) a portion of its Tranche B Commitment Amount available by making Loans to the Tranche B Borrowers, Loans and each Borrower may borrow, repay and reborrow at any such Swing Line Advances, from time to time during the Revolving Credit Period under this Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.01. Notwithstanding the foregoing2.2(b), no more than fifteen in each case in an aggregate principal amount that will not result (15after giving effect to all amounts requested) Term Benchmark Borrowings shall be outstanding at any one timetime outstanding in (i) the aggregate principal amount of outstanding Swing Line Advances made by such Swing Line Lender exceeding such Swing Line Lender’s Swing Line Commitment, and any Borrowing that would exceed (ii) such limitation Swing Line Lender’s Tranche A Revolving Credit Exposure exceeding its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure exceeding its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure exceeding its Commitment Amount or (v) the sum of the Total Revolving Credit Exposure exceeding the total Commitment Amounts. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in paragraph (d) or (e) of Section 6.1 shall have occurred with respect to such Borrower, each Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Advances in an ABR Borrowingamount equal to the amount (if any) of Committed Loans which would otherwise have been made by such Bank pursuant to such paragraph. Each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in its Swing Line Advances to the amount of the Committed Loans which were to have been made by it pursuant to the immediately preceding paragraph. Whenever, at any time after any Swing Line Lender has received from any Bank such Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances, such Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Bank will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.

Commitments to Lend. Each (a) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans loans in dollars and/or euros Dollars to the Company Borrower or any Eligible Additional Borrower pursuant to this Section 2.01 from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Exposure by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers Borrower or any Additional Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Availability Period under this Section. (b) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in English pounds sterling or euros (“Euro Loans”) to the Borrower or any Additional Borrower pursuant to this Section 2.01. Notwithstanding from time to time in amounts such that (i) the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time, time outstanding shall not exceed the amount of its Commitment and (ii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of the Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that would exceed any such limitation Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made as an ABR Borrowingfrom the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all Euro Loan Borrowings made pursuant to Section 2.1(b) hereof shall constitute utilizations of the Banks’ Commitments hereunder and shall reduce the Available Commitment of the Banks accordingly.

Commitments to Lend. Each (a) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans loans in dollars and/or euros Dollars to the Company any Borrower or any Eligible Additional Borrower pursuant to this Section 2.01 from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Exposure by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers any Borrower or any Additional Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Availability Period under this Section. (b) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in English pounds sterling or euros (“Euro Loans”) to any Borrower or any Additional Borrower pursuant to this Section 2.01. Notwithstanding from time to time in amounts such that (i) the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time, time outstanding shall not exceed the amount of its Commitment and (ii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of the Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that would exceed any such limitation Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made as an ABR Borrowingfrom the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all Euro Loan Borrowings made pursuant to Section 2.1(b) hereof shall constitute utilizations of the Banks’ Commitments hereunder and shall reduce the Available Commitment of the Banks accordingly.

Commitments to Lend. Each Bank During the Revolving Credit Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time in Dollars in amounts such that (i) such ▇▇▇▇▇▇’s Outstanding Committed Amount shall not exceed its Commitment and (ii) the Total Outstanding Amount shall not exceed the Total Commitments. Within the foregoing limits, the Borrower may borrow under this Section, prepay Revolving Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsPeriod under this Section. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $5,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)3.02) and shall be made from the several Banks ratably Lenders in proportion respective amounts equal to their respective CommitmentsApplicable Percentages of such Borrowing. Within the foregoing limitsSubject to Section 8.02, the Borrowers may borrow under this Section 2.01, repay, each Revolving Borrowing shall be comprised entirely of Base Rate Loans or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall be outstanding at any one time, and any Borrowing that would exceed not affect the obligation of the Borrower to repay such limitation shall be made as an ABR BorrowingLoan in accordance with the terms of this Agreement.

Commitments to Lend. (a) Each Bank 2026 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in dollars and/or euros Dollars to the Company or any Eligible Borrower pursuant to this Section 2.01 2.01(a) (each such loan, a “2026 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2026 Revolving Credit PeriodOutstandings shall not exceed its 2026 Revolving Commitment; provided that provided, that, immediately after giving effect to each such 2026 Revolving Loan, the Outstanding Amount aggregate principal amount of all outstanding Revolving Loans (based in respect of after giving effect to any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingamount requested) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount aggregate Commitments less the sum of its Commitment, all outstanding Swingline Loans and the Aggregate Outstanding Amount (based in respect Letter of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsCredit Liabilities. Each 2026 Revolving Borrowing under this Section 2.01 (other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger integral multiple of the Borrowing Multiple $1,000,000 (except that any such 2026 Revolving Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused 2026 Revolving Commitments) and shall be made from the several Banks 2026 Revolving Lenders ratably in proportion to their respective 2026 Revolving Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.012.01(a), repay, or or, to the extent permitted by Section 2.10 2.10, prepay, 2026 Revolving Loans and reborrow at any under this Section 2.01(a). (b) Each 2027 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(b) (each such loan, a “2027 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2027 Revolving Outstandings shall not exceed its 2027 Revolving Commitment; provided, that, immediately after giving effect to each such 2027 Revolving Loan, the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Period Liabilities. Each 2027 Revolving Borrowing (other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000 (except that any such 2027 Revolving Borrowing may be in the aggregate amount of the unused 2027 Revolving Commitments) and shall be made from the several 2027 Revolving Lenders ratably in proportion to their respective 2027 Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.012.01(b), repay, or, to the extent permitted by Section 2.10, prepay, 2026 Revolving Loans and reborrow under this Section 2.01(b). Notwithstanding (c) (x) From and after the foregoingAmendment No. 1 Effective Date until the 2026 Termination Date, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation all Revolving Loans shall be made as an ABR Borrowingon a pro rata basis between the 2026 Revolving Commitments and the 2027 Revolving Commitments and (y) on and after the 2026 Termination Date, all Revolving Loans shall be made on a pro rata basis between the 2027 Revolving Lenders.

Commitments to Lend. Each From the date hereof to but not ------------------- including the Termination Date, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros lend to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during amounts such that, upon giving effect to each such Borrowing: (i) the Revolving Credit Period; provided that the Outstanding then aggregate outstanding principal Dollar Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) all Syndicated Loans made by such Bank at any one time outstanding to all Borrowers the Borrower shall not exceed the amount of its Commitment, such Bank's Commitment then in effect and (ii) the Aggregate Outstanding then aggregate outstanding principal Dollar Amount (based in respect of any Loan denominated in euros all Syndicated Loans and all Money Market Loans made by reference the Banks to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Borrower shall not exceed the Aggregate Commitmentsaggregate amount of the Commitments then in effect. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of $10,000,000 (or the Borrowing Minimum Approximate Equivalent Amount thereof) or any a larger multiple of $1,000,000 (or the Borrowing Multiple Approximate Equivalent Amount thereof) (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused Commitments or the Equivalent Amount thereof) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow under this Section 2.01 at any time during prior to the Revolving Credit Period under Termination Date. Subject to the preceding provisions of this Section 2.01. Notwithstanding , each Bank severally agrees to make Euro-Currency Loans in the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingAgreed Currencies.

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans in dollars and/or euros lend to the Company or any Eligible each Borrower, and each Borrower pursuant to this Section 2.01 may borrow, repay and reborrow from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros , upon notice by reference such Borrower to the Equivalent thereof Operations Agent given in dollars determined on the date of delivery of the applicable Notice of Borrowing) accordance with Section 2.02 hereof, such sums as are requested by such Bank at any one time Borrower up to a maximum aggregate amount outstanding to such Borrower and all other Borrowers shall not exceed the amount of its Commitment, (after giving effect to all amounts outstanding and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingall amounts requested) at any one time equal to such Bank's Commitment Amount, provided that (i) the aggregate amount of any Borrower's Debt (after giving effect to all amounts requested by such Borrower) shall not exceed at any time the Maximum Amount for such Borrower at such time and (ii) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) shall not exceed at any time the Aggregate Commitmentsaggregate Commitment Amounts. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum not less than $1,000,000 or any larger a whole multiple of the Borrowing Multiple (except that any such Borrowing may be $100,000 in the aggregate amount available in accordance with Section 3.02(c)) excess thereof and shall be made from the several Banks ratably pro rata in proportion accordance with each Bank's Commitment Percentage. Each Loan shall mature and become due and payable as provided in Section 2.05. (b) Notwithstanding the provisions of clause (a) of this Section 2.01 and subject to their respective Commitments. Within the foregoing limitsterms of this Agreement, each Borrower may request Loans in an aggregate principal amount not in excess of $50,000,000, and if: (i) the aggregate principal amount of such Loans to such Borrower and all other Loans outstanding to the Borrowers which were made pursuant to the operation of this clause (b) do not exceed $50,000,000; (ii) the aggregate principal amount of all Loans outstanding from State Street (after giving effect to all amounts requested) does not exceed State Street's Commitment Amount; (iii) the aggregate amount of such Borrower's Debt (after giving effect to all Loans requested) does not exceed the Maximum Amount for such Borrower; and (iv) the aggregate principal amount of all Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the aggregate Commitment Amounts, then State Street (subject to all of the terms and conditions of this Agreement) may, in its sole discretion, make all of such Loans (each, a "Swing Line Advance and, collectively, the Borrowers may borrow under this Section 2.01, repay, or "Swing Line Advances"). Each Borrower promises to the extent permitted by Section 2.10 prepay, Loans pay any Swing Line Advance made to it in full (together with any accrued and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one timeunpaid interest thereon), and any Borrowing that would exceed such limitation Swing Line Advance shall be mature, on the earliest of (A) seven (7) days after the date such Swing Line Advance was made, (B) the date of the next Loan made as an ABR Borrowing.to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If:

Commitments to Lend. Each Bank severally agrees, on Subject to the terms and conditions set forth in this AgreementAgreement and so long as no Default or Event of Default under this Agreement has occurred and is continuing, to make Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that , each Bank severally agrees to make such loans to Borrower (individually, a "Revolving Credit Loan" and collectively, the Outstanding Amount (based in respect of any Loan denominated in euros by reference "Revolving Credit Loans") as Borrower may from time to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding request pursuant to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsSection 2.02. Each Borrowing Revolving Credit Loan under this Section 2.01 which is a Floating Rate Loan shall be in for an aggregate principal amount of the Borrowing Minimum at least $100,000.00 or any larger multiple of $25,000.00. Each Revolving Credit Loan under this Section 2.01 which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $500,000.00. The aggregate principal amount of Revolving Credit Loans which each Bank shall be required to have outstanding hereunder at any one time shall not exceed the Borrowing Multiple lesser of (except that any a) such Borrowing may be in Bank's Commitment or (b) such Bank's Pro Rata Share of the sum of (i) the total Commitments of all of the Banks, MINUS (ii) the aggregate principal amount available in accordance with of all outstanding Letter of Credit Loans MINUS (iii) the aggregate undrawn face amount of all outstanding Letters of Credit. Each Revolving Credit Loan under this Section 3.02(c)) and 2.01 shall be made from the several Banks ratably in proportion to their respective CommitmentsPro Rata Shares. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repay, or to the extent permitted by prepay under Section 2.10 prepay, Loans 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings The failure of any Bank to make any Revolving Credit Loan required under this Agreement shall be outstanding at not release any one time, and any Borrowing that would exceed such limitation shall be made other Bank from its obligation to make Revolving Credit Loans as an ABR Borrowingprovided herein.

Commitments to Lend. Each Bank (a) During the Revolving Credit Period, each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time in amounts such that (i) such Lender’s Outstanding Revolving Committed Amount shall not exceed its Revolving Commitment and (ii) the Total Outstanding Revolving Amount shall not exceed the Total Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section, prepay Revolving Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsPeriod under this Section. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $5,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)3.02) and shall be made from the several Banks ratably Revolving Lenders in proportion respective amounts equal to their respective Commitments. Within Applicable Percentages of such Borrowing. (b) Each Term Lender severally agrees, on the foregoing limitsterms and conditions set forth in this Agreement, the Borrowers may borrow under this Section 2.01, repay, or to make a loan to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during Borrower on the Revolving Credit Period under this Section 2.01Effective Date in an amount equal to such Lender’s Term Commitment. Notwithstanding the foregoing, no more than fifteen (15) The Term Benchmark Borrowings shall be outstanding at any one timeCommitments are not revolving in nature, and any Borrowing that would exceed such limitation shall amounts repaid in respect of the Term Loans may not be made as an ABR Borrowingreborrowed.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, (a) to make Committed Loans in dollars and/or euros to the Company Borrower or to any Eligible Qualified Borrower and participate in Letters of Credit issued by the Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Section 2.01 Article from time to time during the Revolving Credit Period; provided term hereof in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date Committed Loans plus such Bank’s Pro Rata Share of delivery of the applicable Notice of Borrowing) Swingline Loans by such Bank at any one time outstanding to all Borrowers together with such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed the amount Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the Aggregate Outstanding Amount (based foregoing, as to Banks with an Alternate Currency Commitment only, to participate in respect Alternate Currency Letters of any Loan Credit issued by the Fronting Bank on behalf of Borrower or the Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to Borrower and to the Qualified Borrowers denominated in euros by reference any Alternate Currency (provided (i) such Alternate Currency is readily available to such Banks and is freely transferable and convertible to Dollars, and (ii) the Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for such Alternate Currency relating to the applicable Interest Period, in an aggregate principal Dollar Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding Amount not to all Borrowers shall not exceed the Aggregate Commitmentssuch Bank’s Alternate Currency Commitment. Each Borrowing outstanding under this Section 2.01 2.1 shall be in an aggregate principal amount the Dollar Equivalent Amount of the Borrowing Minimum which is $3,000,000, or any larger an integral multiple of the Borrowing Multiple $100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b), or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit or to repay the Swingline Lender the amount of any Swingline Loan) and, other than with respect to Money Market Loans and Swingline Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within In no event shall (i) the foregoing limitsaggregate Dollar Equivalent Amount of Loans outstanding at any time, plus outstanding Dollar Equivalent Amount of the Borrowers may borrow under this Section 2.01Letter of Credit Usage, repayexceed $1,500,000,000 (the “Facility Amount”), or (ii) the aggregate Dollar Equivalent Amount of Loans denominated in an Alternate Currency plus the outstanding aggregate Dollar Equivalent Amount of the Letter of Credit Usage for Alternate Currency Letters of Credit exceed the Alternate Currency Sublimit, with, in the case of both clauses (i) and (ii), Loans denominated in Alternate Currencies and Letter of Credit Usage for Alternate Currency Letters of Credit being marked to market monthly on the last Business Day of each month and immediately prior to each Borrowing. Notwithstanding any other provision of this Agreement to the contrary, each Borrowing denominated in Dollars shall be deemed to use the Dollar Commitments to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall Dollar Sublimit would not be outstanding at any one timeexceeded thereby, and to use the Alternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. Subject to the limitations set forth herein, any Borrowing that would exceed such limitation shall amounts repaid may be made as an ABR Borrowingreborrowed.

Commitments to Lend. (a) Each Bank 2026 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in dollars and/or euros Dollars to the Company or any Eligible Borrower pursuant to this Section 2.01 2.01(a) (each such loan, a “2026 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2026 Revolving Credit PeriodOutstandings shall not exceed its 2026 Revolving Commitment; provided that provided, that, immediately after giving effect to each such 2026 Revolving Loan, the Outstanding Amount aggregate principal amount of all outstanding Revolving Loans (based in respect of after giving effect to any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingamount requested) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount aggregate Commitments less the sum of its Commitment, all outstanding Swingline Loans and the Aggregate Outstanding Amount (based in respect Letter of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsCredit Liabilities. Each 2026 Revolving Borrowing under this Section 2.01 (other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger integral multiple of the Borrowing Multiple $1,000,000 (except that any such 2026 Revolving Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused 2026 Revolving Commitments) and shall be made from the several Banks 2026 Revolving Lenders ratably in proportion to their respective 2026 Revolving Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.012.01(a), repay, or or, to the extent permitted by Section 2.10 2.10, prepay, 2026 Revolving Loans and reborrow at any under this Section 2.01(a). (b) Each 2027 Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in Dollars to the Borrower pursuant to this Section 2.01(b) (each such loan, a “2027 Revolving Loan”) from time to time during the Availability Period in amounts such that its 2027 Revolving Outstandings shall not exceed its 2027 Revolving Commitment; provided, that, immediately after giving effect to each such 2027 Revolving Loan, the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Period Liabilities. Each 2027 Revolving Borrowing (other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000 (except that any such 2027 Revolving Borrowing may be in the aggregate amount of the unused 2027 Revolving Commitments) and shall be made from the several 2027 Revolving Lenders ratably in proportion to their respective 2027 Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.012.01(b), repay, or, to the extent permitted by Section 2.10, prepay, 2026 Revolving Loans and reborrow under this Section 2.01(b). (c) (x) From and after the Amendment No. Notwithstanding 1 Effective Date until the foregoing2026 Termination Date, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation all Revolving Loans shall be made as an ABR Borrowingon a pro rata basis between the 2026 Revolving Commitments and the 2027 Revolving Commitments and (y) on and after the 2026 Termination Date, all Revolving Loans shall be made on a pro rata basis between the 2027 Revolving Lenders.

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 Borrowers, and the Borrowers may borrow, repay and reborrow from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros , upon notice by reference a Borrower to the Equivalent thereof Administrative Agent given in dollars determined on accordance with Section 2.2(a) hereof, (i) such sums as are requested by the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time Tranche A Borrowers up to a maximum aggregate amount outstanding (after giving effect to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingamounts requested) at any one time equal to such Bank’s Tranche A Commitment Amount, and (ii) such sums as are requested by the Tranche B Borrower up to a maximum aggregate amount outstanding (after giving effect to all Borrowers amounts requested) at any one time equal to such Bank’s Tranche B Commitment Amount, provided that (a) the aggregate principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the Aggregate Commitmentsaggregate Tranche A Commitment Amounts of all of the Banks less outstanding Tranche A Swing Line Advances, (b) the aggregate principal amount of all Tranche A Loans outstanding to each Tranche A Borrower (after giving effect to all amounts requested) shall not exceed at any time its respective Tranche A Sublimit, (c) the aggregate principal amount of all Tranche B Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche B Commitment Amounts of all of the Banks less outstanding Tranche B Swing Line Advances, (d) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts of all of the Banks, (e) the aggregate principal amount of any Bank’s outstanding Loans shall not exceed at any time the amount of such Bank’s Commitment and (f) the aggregate principal amount of all Loans outstanding to any Borrower (after giving effect to all amounts requested) shall not exceed at any time the maximum amount (the “Maximum Amount”) such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with under this Section 3.02(c)) and shall be made from the several Banks ratably pro rata in proportion to their respective Commitments. Within accordance with each Bank’s Commitment Percentage. (b) Notwithstanding the foregoing limits, the Borrowers may borrow under provisions of clause (a) of this Section 2.012.1, repay, or and subject to the extent permitted terms and conditions of this Agreement, each Swing Line Lender agrees to make (i) an amount equal to its Tranche A Commitment Amount available by Section 2.10 prepaymaking Loans to any one or more Tranche A Borrowers and (ii) an amount equal to its Tranche B Commitment Amount available by making Loans to the Tranche B Borrower, Loans and each Borrower may borrow, repay and reborrow at any such Swing Line Advances, from time to time during the Revolving Credit Period under this Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.01. Notwithstanding 2.2(b), in an aggregate principal amount at any time outstanding not to exceed the foregoingaggregate Tranche A Commitment Amounts or the aggregate Tranche B Commitment Amounts, no more than fifteen as applicable, of the Swing Line Lenders (15after giving effect to all Swing Line Advances requested); provided that the aggregate amount of all Loans outstanding from each Swing Line Lender (after giving effect to all Swing Line Advances requested) Term Benchmark Borrowings shall not exceed the respective Swing Line Lender’s Commitment Amount, and provided further that the maximum amount of Swing Line Advances for a Swing Line Lender shall be outstanding at subject to any one time, and any Borrowing that would exceed such limitation maximum limit as stated in Schedule 1 annexed hereto. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as an ABR Borrowinga Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan, which Committed Loan shall initially be a Base Rate Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 2:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.

Commitments to Lend. Each Term Loan Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time in up to four (4) Borrowings during the Revolving Credit PeriodTerm Loan Commitment Period as requested by the Borrower in accordance with Section 2.2 in an amount not to exceed its Term Loan Commitment; provided that (i) if the Outstanding Amount Borrower does not make Borrowings of Term Loans in an aggregate principal amount of at least fifty percent (based 50%) of the sum of the Amendment No. 1 Incremental Commitments plus the Amendment No. 2 Incremental Commitments as in respect effect on the Amendment No. 2 Effective Date on or prior to April 3, 2023 then the Amendment No. 1 Incremental Commitments and the Amendment No. 2 Incremental Commitments shall be reduced in accordance with Section 2.9, (ii) all Borrowings of Term Loans shall be made no later than the last day of the Term Loan Commitment Period, (iii) the aggregate principal amount of any such Borrowing of Term Loans shall not exceed the amount of the unused total Term Loan denominated in euros by reference to the Equivalent thereof in dollars determined Commitments on the date of delivery such Borrowing of Term Loans, and (iv) the principal amount of Term Loans made by any Term Loan Bank to the Borrower shall not exceed such Term Loan Bank’s Term Loan Commitment. The Term Loan Commitments of the applicable Notice Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the last day of Borrowingthe Term Loan Commitment Period (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments) and the Term Loan Amount shall be reduced by the amount of such expired Term Loan Commitments. If the Term Loan Amount shall be increased in accordance with Section 9.17, each Term Loan Bank whose Term Loan Commitment shall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section from time to time in amounts such that the aggregate principal amount of Term Loans by such Term Loan Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Term Loan Commitment, and the Aggregate Outstanding Amount (based in respect . The aggregate amount of any Loan denominated in euros by reference Term Loans to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers be made hereunder shall not exceed the Aggregate CommitmentsTerm Loan Amount. Each Borrowing under this Section 2.01 2.1 shall be in an aggregate principal amount of at least (i) with respect to the Borrowing Minimum Term Loan Commitments in effect on the Amendment No. 1 Effective Date, $20,000,000, and (ii) otherwise, $10,000,000, or any larger an integral multiple of the Borrowing Multiple (except that any such Borrowing may be $500,000 in the aggregate amount available in accordance with Section 3.02(c)) excess thereof and shall be made from the several Term Loan Banks ratably in proportion to their respective Term Loan Commitments. Within the foregoing limits, the Borrowers Any Term Loans that are repaid may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall not be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowingreborrowed.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros to the Company or any Eligible Borrower and participate in Letters of Credit issued by the Fronting Bank on behalf of the Banks pursuant to this Section 2.01 Article II from time to time during the Revolving Credit Period; provided term hereof in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers together with such Bank's pro rata share of the Letter of Credit Usage shall not exceed the amount of its Commitment, and provided that in no event shall the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery aggregate amount of the applicable Notice Loans then outstanding and Letter of Borrowing) at any one time outstanding to all Borrowers shall not Credit Usage, exceed the Aggregate CommitmentsLoan Availability. Each Borrowing under this Section 2.01 2.1 shall be in an aggregate principal amount of the Borrowing Minimum $1,000,000 or any larger an integral multiple of the Borrowing Multiple $100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)3.2(b) and or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit) and, other than with respect to Money Market Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or Subject to the extent permitted by Section 2.10 prepaylimitations set forth herein, Loans and reborrow any amounts repaid may be reborrowed. (b) If at any time during the Revolving outstanding principal balance of the Loans and the Letter of Credit Period under this Section 2.01. Notwithstanding Usage exceeds the foregoingLoan Availability, no more Borrower shall submit to the Administrative Agent, not later than fifteen (15) Term Benchmark days following written notice from the Administrative Agent to Borrower (a copy of which shall be sent promptly by the Administrative Agent to each Bank) of the existence of such excess borrowing condition, a written plan pursuant to which Borrower shall cause such excess borrowing condition to be eliminated not later than thirty (30) days following such notice from the Administrative Agent to the Borrower, through one or both of the following means: Borrower shall (A) pay to the Administrative Agent such amounts and/or (B) designate to the Administrative Agent such additional Qualifying Unencumbered Properties as may be acceptable under Section 5.14 as are necessary so that the outstanding principal balance of the Loans and the Letter of Credit Usage does not exceed the Loan Availability. Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an Event of Default without further notice or grace period hereunder. No further Borrowings shall be outstanding at any one timepermitted, and the Borrower shall not cause or allow any Borrowing that would exceed existing Qualifying Unencumbered Property to no longer be a Qualifying Unencumbered Property, so long as such limitation excess borrowing condition shall be made as an ABR Borrowing.continue to exist. Nothing in this Section 2.1

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Eurocurrency Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowing.

Commitments to Lend. Each (a) During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans loans in dollars U.S. Dollars and/or euros one or more Designated Currencies (at the option of the Borrower) to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during in amounts such that (i) the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the U.S. Dollar Equivalent thereof in dollars determined on the date of delivery of the applicable Notice aggregate principal amount of Borrowing) Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, Commitment and (ii) the Aggregate Outstanding Amount (based in respect aggregate U.S. Dollar Equivalent of any Loan the outstanding Loans of all the Banks denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Foreign Currencies shall not exceed the Aggregate Commitments$450,000,000. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger amount that is a multiple of the Borrowing Multiple and at least equal to the Borrowing Minimum (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused Commitments) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.09, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen Section. (15b) Term Benchmark Borrowings Subject to Sections 8.01 and 8.02 (i) each Borrowing denominated in U.S. Dollars shall be outstanding at any one time, comprised entirely of Base Rate Loans or Eurocurrency Loans as the Borrower may request pursuant to Section 2.02 and any (ii) each Borrowing that would exceed such limitation denominated in a Designated Currency shall be made as an ABR Borrowingcomprised entirely of Eurocurrency Loans.

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans loans denominated in U.S. dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 Borrowers, and the Borrowers may borrow, repay and reborrow from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros , upon notice by reference a Borrower to the Equivalent thereof Administrative Agent given in dollars determined on accordance with Section 2.2(a) hereof, (i) such sums as are requested by the date of delivery of Tranche A Borrowers, and (ii) such sums as are requested by the applicable Notice of Borrowing) by such Bank at any one time outstanding Tranche B Borrowers, in each case in an aggregate principal amount that will not result (after giving effect to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingamounts requested) at any one time outstanding in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount, (b) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount, (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount, (d) the aggregate principal amount of all Tranche A Loans to all Borrowers shall not exceed each Tranche A Borrower exceeding its respective Tranche A Sublimit or (e) the Aggregate CommitmentsTotal Revolving Credit Exposures exceeding the total Commitment Amounts (the “Maximum Amount”), such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with under this Section 3.02(c)) and shall be made from the several Banks ratably pro rata in proportion to their respective Commitments. Within accordance with each Bank’s Commitment Percentage. (b) Notwithstanding the foregoing limits, the Borrowers may borrow under provisions of clause (a) of this Section 2.012.1, repay, or and subject to the extent permitted terms and conditions of this Agreement, each Swing Line Lender agrees to make (x) a portion of its Tranche A Commitment Amount available by Section 2.10 prepaymaking Loans to any one or more Tranche A Borrowers and (y) a portion of its Tranche B Commitment Amount available by making Loans to the Tranche B Borrowers, Loans and each Borrower may borrow, repay and reborrow at any such Swing Line Advances, from time to time during the Revolving Credit Period under this Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.01. Notwithstanding the foregoing2.2(b), no more than fifteen in each case in an aggregate principal amount that will not result (15after giving effect to all amounts requested) Term Benchmark Borrowings shall be outstanding at any one timetime outstanding in (i) the aggregate principal amount of outstanding Swing Line Advances made by such Swing Line Lender exceeding such Swing Line Lender’s Swing Line Commitment, and any Borrowing that would exceed (ii) such limitation Swing Line Lender’s Tranche A Revolving Credit Exposure exceeding its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure exceeding its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure exceeding its Commitment Amount or (v) the sum of the Total Revolving Credit Exposure exceeding the total Commitment Amounts. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in paragraph (d) or (e) of Section 6.1 shall have occurred with respect to such Borrower, each Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Advances in an ABR Borrowingamount equal to the amount (if any) of Committed Loans which would otherwise have been made by such Bank pursuant to such paragraph. Each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in its Swing Line Advances to the amount of the Committed Loans which were to have been made by it pursuant to the immediately preceding paragraph. Whenever, at any time after any Swing Line Lender has received from any Bank such Bank’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances, such Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Bank will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.

Commitments to Lend. Each Bank (a) During the Revolving Credit Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans denominated in dollars and/or euros Dollars or in an Alternative Currency to the Company or any Eligible Borrower pursuant to this Section 2.01 2.01(a) from time to time during the Revolving Credit Period; provided in amounts such that the (i) such Lender’s Outstanding Committed Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and (ii) the Aggregate Total Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentsaggregate amount of the Commitments and (iii) the sum of the aggregate Dollar Amount of the aggregate principal amount of all outstanding Committed Alternative Currency Loans plus the aggregate Dollar Amount of the aggregate Letter of Credit Liabilities for Letters of Credit in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Each Borrowing under this Section 2.01 2.01(a) shall be (x) in an the case of a Dollar-Denominated Borrowing, in a minimum aggregate principal Dollar Amount of the Borrowing Minimum or $20,000,000 and any larger multiple of $1,000,000 and (y) in the Borrowing Multiple case of an Alternative Currency Borrowing, in a minimum aggregate Dollar Amount of $5,000,000 and in integral multiples of 500,000 units of the applicable Alternative Currency (except that any such Borrowing may be in the aggregate amount available in accordance with this Section 3.02(c)2.01(a) and Section 3.02) and shall be made from the several Banks Lenders ratably in proportion to their respective Available Commitments. . (b) Within the foregoing limits, the Borrowers any Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.12, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingSection.

Commitments to Lend. Each (a) Revolving Credit Loans. During its Revolving Credit Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible each Borrower pursuant to this Section 2.01 subsection from time to time during the Revolving Credit Periodtime; provided that that, immediately after each such loan is made, (i) the Outstanding Amount (based in respect aggregate outstanding principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding Bank’s Loans to all Borrowers plus the aggregate amount of such Bank’s Letter of Credit Liabilities shall not exceed its Commitment and (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the amount Maximum Availability of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentssuch Borrower. Each Borrowing under this Section 2.01 subsection shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.02(b)) and shall be made from the several Banks ratably in proportion to their respective CommitmentsCommitments in effect on the date of Borrowing; provided that, if the Interest Period selected by the Borrower for a Borrowing would otherwise end after the Commitment Termination Dates of some but not all Banks, the Borrower may in its Notice of Borrowing elect not to borrow from those Banks whose Commitment Termination Dates fall prior to the end of such Interest Period. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repaysubsection (a), or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Period Periods under this Section 2.01. Notwithstanding the foregoing, no more than fifteen subsection (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowinga).

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in of this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant and to this Section 2.01 from time Approved Subsidiary Borrowers in Dollars and in Agreed Foreign Currencies, ratably in proportion to time the respective unutilized Commitments of the Banks, during the Revolving Credit Period; provided that period from and including the Outstanding Amount (based in respect of any Loan denominated in euros by reference Effective Date to but not including the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by Termination Date for such Bank in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the unutilized Commitment of such Bank as in effect from time to time, provided that, immediately after each such Loan is made, (i) the aggregate amount of all Borrowers shall Letter of Credit Exposures, together with the aggregate principal amount of all Committed Loans and Negotiated Rate Loans, may not exceed the aggregate amount of its Commitment, the Commitments as in effect from time to time and (ii) the Aggregate Outstanding Amount (based in respect aggregate amount of any Loan denominated in euros by reference to Bank's Letter of Credit Exposure, together with the Equivalent thereof in dollars determined on the date aggregate unpaid principal amount of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall such Bank's Committed Loans and Negotiated Rate Loans, may not exceed the Aggregate Commitmentsaggregate amount of such Bank's Commitment. Each Borrowing under Subject to the terms and conditions of this Section 2.01 shall be in an aggregate principal Agreement, during such period the Company and any such Approved Subsidiary Borrowers may borrow, repay and reborrow the amount of the Borrowing Minimum or Commitments by means of Base Rate Loans in Dollars and Euro-Currency Loans in any larger multiple of the Borrowing Multiple (except Agreed Foreign Currency; provided that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen twenty (1520) Term Benchmark Borrowings shall separate Interest Periods for both Euro-Currency Loans and Competitive Loans may be outstanding at any one timethe same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term `Interest Period', and any Borrowing that would exceed such limitation Interest Period for Loans in different Currencies, shall be made as an ABR Borrowingdeemed to be different Interest Periods even if they are coterminous).

Commitments to Lend. Each Term Loan Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 in a single Borrowing on the Closing Date as requested by the Borrower in accordance with Section 2.2 in an amount not to exceed its Term Loan Commitment. The Term Loan Commitments of the Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the Closing Date (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments). If the Term Loan Amount shall be increased in accordance with Section 9.17, each Term Loan Bank whose Term Loan Commitment shall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section from time to time during the Revolving Credit Period; provided in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Term Loans by such Term Loan Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Term Loan Commitment, and the Aggregate Outstanding Amount (based in respect . The aggregate amount of any Loan denominated in euros by reference Term Loans to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers be made hereunder shall not exceed the Aggregate CommitmentsTerm Loan Amount. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and 2.1 shall be made from the several Term Loan Banks ratably in proportion to their respective Term Loan Commitments. Within the foregoing limits, the Borrowers Any Term Loans that are repaid may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall not be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowingreborrowed.

Commitments to Lend. (a) Revolving Credit Loans. Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, to make Revolving Credit Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during before the Revolving Credit PeriodMaturity Date; provided that that, immediately after each such Revolving Credit Loan is made, the Outstanding Amount (based in respect aggregate outstanding principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Revolving Credit Loans by such Bank at any one time outstanding to (together with, in the case of the Swing Line Lender, the aggregate principal amount of all Borrowers Swing Line Loans) shall not exceed the amount of its Revolving Credit Commitment, and provided further that the Aggregate Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to all Revolving Credit Loans, together with the Equivalent thereof in dollars determined on the date aggregate principal amount of delivery of the applicable Notice of Borrowing) all Swing Line Loans, at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentsaggregate amount of the Revolving Credit Commitments of all of the Banks at such time. Each Revolving Credit Borrowing that is a Euro-Dollar Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $2,500,000 or any larger multiple of the $500,000 and each Revolving Credit Borrowing Multiple that is a Base Rate Borrowing under this Section shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000 (except that any such Revolving Credit Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the Total Unused Revolving Credit Commitments) and shall be made from the several Banks ratably in proportion to their respective Revolving Credit Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.012.01(a), repayrepay or, or to the extent permitted by Section 2.10 prepay2.09, prepay Revolving Credit Loans and reborrow under this Section 2.01(a) at any time during before the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingMaturity Date.

Commitments to Lend. Each (a) During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $15,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.02(b)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. (b) The Termination Date may be extended in the manner set forth in this subsection (b) for a period of 364 days from the Termination Date then in effect. Notwithstanding If the foregoingBorrower wishes to request an extension of the Termination Date, it shall give written notice to that effect to the Agent not less than 40 nor more than 55 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 20 days of such notice to the Agent. If less than all Banks respond affirmatively to such request within such 20 days, then the Borrower may request the Banks that do not elect to extend the Termination Date to assign their Commitments in their entirety, no later than 5 days prior to the Termination Date then in effect, to one or more than fifteen Assignees pursuant to Section ? which Assignees will agree to extend the Termination Date. If all Banks (15including such Assignees and excluding their respective transferor Banks) Term Benchmark Borrowings respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by all of the parties thereto, the Termination Date shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowingextended to the date specified above.

Commitments to Lend. Each Bank severally ------------------- agrees, on the terms and conditions set forth in this Agreement, to make the Committed Loans to Borrower and participate in dollars and/or euros to Letters of Credit issued by the Company or any Eligible Fronting Bank on behalf of Borrower pursuant to this Section 2.01 from time to time time, but not more frequently than four times monthly, during the Revolving Credit Period; provided Term in amounts such that the Outstanding Amount sum of (based in respect i) the aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers outstanding, plus (ii) such Bank's pro rata share of Letter -------- of Credit Usage shall not exceed the amount of such Bank's Commitment (in no event shall a Bank's participation in a Money Market Loan reduce a Bank's Commitment). The aggregate amount of Committed Loans to be made hereunder together with the aggregate pro rata share of principal amount of Money Market Loans participated in by such Bank (or its Commitment, Designated Bank) and the Aggregate Outstanding Amount (based in Letter of Credit Usage with respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Borrower shall not exceed the Aggregate Commitmentsaggregate Commitment. Each Committed Borrowing under this Section 2.01 subsection (a) shall be in an aggregate principal amount of the Borrowing Minimum at least $2,500,000, or any larger an integral multiple of the Borrowing Multiple $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(c)) and and, other than with respect to Money Market Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within Subject to the foregoing limitslimitations set forth herein, any amounts repaid may be reborrowed. Notwithstanding anything to the contrary, the Borrowers may borrow under this Section 2.01, repay, or number of new Borrowings shall be limited to the extent permitted by Section 2.10 prepay, Loans four Borrowings per month and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark ten Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowing.

Commitments to Lend. Each Bank (a) Term Loan-A Facility. During the Term Loan-A Availability Period, each Term Loan-A Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans Term Loans-A (which may be denominated in dollars and/or euros Dollars or any Alternative Currency as the relevant Borrower elects pursuant to Section 2.02) to the Company or Company, UKHC and/or any Eligible Borrower pursuant to this Section 2.01 Subsidiary, as the case may be, from time to time during the Revolving Credit Periodtime; provided that (i) immediately after each such Term Loan-A is made, the Outstanding Amount (based in respect Term Loan-A Outstandings of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers Lender shall not exceed the amount of its Term Loan-A Commitment, and (ii) no more than three Term Loan-A Borrowings (counting (x) any Borrowing made concurrently with the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery consummation of the applicable Notice Apollo Acquisition, together with (y) any issuance of BorrowingApollo Letters of Credit concurrently with the consummation of the Apollo Acquisition, together with (z) at any one time outstanding Borrowing the proceeds of which are used solely to all Borrowers repay Apollo LC Reimbursement Obligations, as a single Borrowing for purposes of this clause (ii) only) shall not exceed be made during the Aggregate Commitments. Each Term Loan-A Availability Period, and (iii) each Term Loan-A Borrowing under this Section 2.01 shall be in an aggregate principal Dollar Amount of the Borrowing Minimum or any larger multiple of the Borrowing Multiple not less than $25,000,000 (except that any such Borrowing may be in the aggregate Dollar Amount of the unused Term Loan-A Commitment and may be in the amount available required to repay Apollo LC Reimbursement Obligations). The Term Loan-A Commitments are not revolving in accordance with Section 3.02(c)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one timenature, and any Borrowing that would exceed such limitation amounts repaid or prepaid pursuant to Section 2.03 or 2.08 shall not be made as an ABR Borrowingreborrowed.

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower Borrowers pursuant to this Section 2.01 from time to time during on and after the Revolving Credit PeriodEffective Date and prior to the Termination Date; provided that the Outstanding Amount that, immediately after each such loan is made (based in respect of and after giving effect to any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery substantially concurrent application of the applicable Notice of Borrowingproceeds thereof to repay outstanding Loans and Swingline Loans): (i) by such Bank at any one time outstanding to all Borrowers Bank's Outstanding Committed Amount shall not exceed its Commitment; (ii) the Total Usage shall not exceed the Total Commitments; and (iii) subject to Section 3.02(c), the aggregate outstanding principal amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference Loans to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall Company and Swingline Loans does not exceed the Aggregate Commitments$50,000,000. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $15,000,000 or any larger multiple of $1,000,000; provided that (x) any such Borrowing may be in an aggregate amount equal to the aggregate unused amount of the Commitments and (y) if such Borrowing Multiple (except that any is made on the Swingline Maturity Date, such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and of the Swingline Loans outstanding on such date. Each such Borrowing shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limitslimits and subject to Section 2.11, the Borrowers may borrow under this Section 2.01Section, repay, or prepay Loans to the extent permitted by Section 2.10 prepay2.13, Loans and reborrow under this Section at any time during prior to the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingTermination Date.

Commitments to Lend. Each Bank (a) Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender severally agrees to lend to the Borrower its Pro Rata Share of the Term Loan Commitment (each individually, a “Term Loan” and, collectively, the “Term Loans”). The Term Loans shall be made by the Term Loan Lenders in a single Borrowing on the Availability Date, whereupon the Term Loan Commitment shall terminate. The Term Loans shall be made by the Term Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Term Loan Lender shall be responsible for any failure by any other Term Loan Lender to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Term Loan Lender be increased or decreased as a result of any such failure. Once repaid, Term Loans may not be reborrowed. (b) During the Revolving Credit Period each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros lend to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during amounts such that (a) the aggregate outstanding principal amount of such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank Liabilities at any one time outstanding to all Borrowers shall not exceed the amount of its such Lender’s Revolving Commitment, and (b) the Aggregate Outstanding Amount (based in respect aggregate principal outstanding amount of any Loan denominated in euros by reference to all Revolving Loans and Swing Line Loans plus the Equivalent thereof in dollars determined on the date Letter of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Credit Liabilities shall not exceed the Aggregate aggregate Revolving Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the $1,000,000; and each Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and of Revolving Loans shall be made from the several Banks Revolving Lenders ratably in proportion to their respective CommitmentsPro Rata Shares of the Revolving Commitment. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.16, prepay Revolving Loans and reborrow at any time during on or prior to the Revolving Credit Period Termination Date under this Section 2.01Section. Notwithstanding The Revolving Loans shall mature, and the foregoing, no more than fifteen (15) Term Benchmark Borrowings principal amount thereof shall be outstanding at any one timedue and payable, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowingon the Termination Date.

Commitments to Lend. (a) Each Bank Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit PeriodPeriod in dollars; provided that the that, immediately after each such Loan is made, (i) such Lender’s Outstanding Amount shall not exceed its Commitment and (based in respect of any Loan denominated in euros by reference to ii) the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers Total Outstanding Amount shall not exceed the aggregate amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Revolving Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger integral multiple of the Borrowing Multiple ($5,000,000, except that (A) any such Revolving Borrowing may be in the aggregate amount available of unused Commitments and (B) any Base Rate Revolving Borrowing may be in accordance with an aggregate amount that is required to finance the reimbursement of all or any portion of any Letter of Credit Disbursement as provided in Section 3.02(c2.04(c). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) and Each Revolving Loan shall be made from as part of a Borrowing consisting of Revolving Loans of the several Banks same Type made by the Lenders ratably in proportion to their respective Commitments. Within The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the foregoing limits, Commitments of the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans Lenders are several and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings Lender shall be outstanding at responsible for any one time, and any Borrowing that would exceed such limitation shall be made other Lender’s failure to make Revolving Loans as an ABR Borrowingrequired.

Commitments to Lend. Each Bank (a) During the Revolving Credit Period each U.S. Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible either U.S. Borrower pursuant to this Section 2.01 from time to time during (which may be denominated in Dollars or any Alternative Currency as the Revolving Credit PeriodBorrower elects pursuant to Section 4.01); provided that that, immediately after each such loan is made, (x) the Outstanding Amount (based in respect amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers U.S. Lender’s U.S. Committed Outstandings shall not exceed the amount of its U.S. Commitment, and (y) the Aggregate Outstanding aggregate Dollar Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Alternative Currency Loans shall not exceed the Aggregate Alternative Currency Sublimit and (z) the U.S. Total Outstanding Amount shall not exceed the aggregate amount of the U.S. Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger multiple of the Borrowing Multiple Approved Amount (except that (i) any such Borrowing may be in the aggregate amount available in accordance with the preceding sentence and (ii) any Borrowing made to reimburse an LC Disbursement pursuant to Section 3.02(c)2.04 may be in the amount of such LC Disbursement) and shall be made from the several Banks U.S. Lenders ratably in proportion to their respective U.S. Commitments. Within the foregoing limits, the U.S. Borrowers may borrow under this Section 2.01Section, repayrepay or, or to the extent permitted by Section 2.10 prepay4.10, prepay Loans and reborrow at any time during the Revolving Credit Period under pursuant to this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingSection.

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans loans denominated in U.S. dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 Borrowers, and the Borrowers may borrow, repay and reborrow from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros , upon notice by reference a Borrower to the Equivalent thereof Administrative Agent given in dollars determined accordance with Section 2.2(a) hereof, (i) such sums as are requested by the Tranche A Borrowers, and (ii) such sums as are requested by the Tranche B Borrowers, in each case in an aggregate principal amount that will not result (after giving effect to all amounts requested) in (a) such Bank's Tranche A Revolving Credit Exposure exceeding such Bank's Tranche A Commitment Amount, (b) such Bank's Tranche B Revolving Credit Exposure exceeding such Bank's Tranche B Commitment Amount, (c) such Bank's Revolving Credit Exposure exceeding such Bank's Commitment Amount, (d) the aggregate principal amount of all Tranche A Loans to each Tranche A Borrower exceeding its respective Tranche A Sublimit, (e) the Total Revolving Credit Exposures exceeding the total Commitment Amounts or (f) such Borrower having outstanding more than it is permitted to borrow at such time under applicable laws and regulations, the limitations on the date of delivery of the applicable Notice of Borrowing) borrowing adopted by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of Borrower in its CommitmentProspectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time (the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments"Maximum Amount"). Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with under this Section 3.02(c)) and shall be made from the several Banks ratably pro rata in proportion to their respective Commitmentsaccordance with each Bank's Commitment Percentage. Within ACTIVE 255598135 (b) Notwithstanding the foregoing limits, the Borrowers may borrow under provisions of clause (a) of this Section 2.012.1, repay, or and subject to the extent permitted terms and conditions of this Agreement, each Swing Line Lender agrees to make (x) a portion of its Tranche A Commitment Amount available by Section 2.10 prepaymaking Loans to any one or more Tranche A Borrowers and (y) a portion of its Tranche B Commitment Amount available by making Loans to the Tranche B Borrowers, Loans and each Borrower may borrow, repay and reborrow at any such Swing Line Advances, from time to time during the Revolving Credit Period under this Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.01. Notwithstanding the foregoing2.2(b), no more than fifteen in each case in an aggregate principal amount that will not result (15after giving effect to all amounts requested) Term Benchmark Borrowings shall be outstanding at any one timetime outstanding in (i) the aggregate principal amount of outstanding Swing Line Advances made by such Swing Line Lender exceeding such Swing Line Lender's Swing Line Commitment, and any Borrowing that would exceed (ii) such limitation shall be made as an ABR Borrowing.Swing Line Lender's Tranche A Revolving Credit Exposure exceeding its Tranche A Commitment Amount,

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros to the Company or any Eligible Borrower and participate in Letters of Credit issued by the Fronting Bank on behalf of the Banks pursuant to this Section 2.01 Article II from time to time during the Revolving Credit Period; provided term hereof in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers together with such Bank's pro rata share of the Letter of Credit Usage shall not exceed the amount of its Commitment, and provided that in no event shall the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery aggregate amount of the applicable Notice Loans then outstanding and Letter of Borrowing) at any one time outstanding to all Borrowers shall not Credit Usage, exceed the Aggregate CommitmentsLoan Availability. Each Borrowing under this Section 2.01 2.1 shall be in an aggregate principal amount of the Borrowing Minimum $1,000,000 or any larger an integral multiple of the Borrowing Multiple $100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)3.2(b) and or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit) and, other than with respect to Money Market Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or Subject to the extent permitted by Section 2.10 prepaylimitations set forth herein, Loans and reborrow any amounts repaid may be reborrowed. (b) If at any time during the Revolving outstanding principal balance of the Loans and the Letter of Credit Period under this Section 2.01. Notwithstanding Usage exceeds the foregoingLoan Availability, no more Borrower shall submit to the Administrative Agent, not later than fifteen (15) Term Benchmark days following written notice from the Administrative Agent to Borrower (which notice Administrative Agent shall send to the Borrower promptly following receipt of a Compliance Certificate reflecting such excess borrowing condition, and copy of which notice shall be sent promptly by the Administrative Agent to each Bank) of the existence of such excess borrowing condition, a written plan pursuant to which Borrower shall cause such excess borrowing condition to be eliminated not later than thirty (30) days following such notice from the Administrative Agent to the Borrower, through one or both of the following means: Borrower shall (A) pay to the Administrative Agent such amounts and/or (B) designate to the Administrative Agent such additional Qualifying Unencumbered Properties as may be acceptable under Section 5.14 as are necessary so that the outstanding principal balance of the Loans and the Letter of Credit Usage does not exceed the Loan Availability. Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an Event of Default without further notice or grace period hereunder. No further Borrowings shall be outstanding at any one timepermitted, and the Borrower shall not cause or allow any Borrowing that would exceed existing Qualifying Unencumbered Property to no longer be a Qualifying Unencumbered Property, so long as such limitation excess borrowing condition shall be made as an ABR Borrowing.continue to exist. Nothing in this Section 2.1

Commitments to Lend. Each Bank Lender severally agrees, on the terms and conditions set forth in this Agreementherein, to make Revolving Credit Loans in dollars and/or euros to the Company or Borrower in any Eligible Borrower pursuant to this Section 2.01 Currency from time to time during before the Revolving Credit PeriodMaturity Date; provided that that, based upon the Outstanding Amount (based in respect Dollar Equivalent of any Alternate Currency Loans made, (i) immediately after each such Revolving Credit Loan denominated is made, the aggregate outstanding principal amount of Revolving Credit Loans by such Lender (together with, in euros by reference to the Equivalent thereof in dollars determined on the date of delivery case of the applicable Notice Swing Line Lender, the aggregate principal amount of Borrowingall Swing Line Loans) by such Bank at any one time outstanding to all Borrowers plus its pro rata share of the Letter of Credit Obligations shall not exceed the amount of its Revolving Credit Commitment, (ii) the aggregate principal amount of all Revolving Credit Loans, together with the aggregate principal amount of all Swing Line Loans and the Aggregate Outstanding Amount (based in respect Letter of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Credit Obligations, at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentsaggregate amount of the Revolving Credit Commitments of all of the Lenders at such time, and (iii) the aggregate principal amount of all Alternate Currency Loans at any one time outstanding shall not exceed the Alternate Currency Commitment at such time. Each Revolving Credit Borrowing that is a Eurocurrency Borrowing under this Section 2.01 Section, denominated in Dollars or an Alternate Currency, shall be in an aggregate principal amount of the Borrowing Minimum $2,500,000 or any larger multiple of $500,000 (or with respect to Eurocurrency Borrowings denominated in an Alternate Currency, the Alternate Currency Equivalent in each case thereof) and each Revolving Credit Borrowing Multiple that is a Base Rate Borrowing under this Section shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000 (except that any such Revolving Credit Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the Total Unused Revolving Credit Commitments) and shall be made from the several Banks Lenders ratably in proportion to their respective Revolving Credit Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repayrepay or, or to the extent permitted by Section 2.10 prepay2.09, prepay Revolving Credit Loans and reborrow under this Section 2.01 at any time during before the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingMaturity Date.

Commitments to Lend. Each Bank severally agrees, on Subject to the terms and conditions set forth in this AgreementAgreement and so long as no Default or Event of Default under this Agreement has occurred and is continuing, to make Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that , each Bank severally agrees to make such loans to Borrower (individually, a "Revolving Credit Loan" and collectively, the Outstanding Amount (based in respect of any Loan denominated in euros by reference "Revolving Credit Loans") as Borrower may from time to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding request pursuant to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsSection 2.02. Each Borrowing Revolving Credit Loan under this Section 2.01 which is a Prime Loan shall be in for an aggregate principal amount of the Borrowing Minimum at least $200,000.00 or any larger multiple of $50,000.00. Each Revolving Credit Loan under this Section 2.01 which is a LIBOR Loan shall be for an aggregate principal amount of at least $2,000,000.00 or any larger multiple of $500,000.00. The aggregate principal amount of Revolving Credit Loans which each Bank shall be required to have outstanding hereunder at any one time shall not exceed the Borrowing Multiple lesser of (except that any a) such Borrowing may be in Bank's Commitment or (b) such Bank's Pro Rata Share of the sum of (i) the total Commitments of all of the Banks, minus (ii) the aggregate principal amount available in accordance with of all outstanding Letter of Credit Loans minus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit. Each Revolving Credit Loan under this Section 3.02(c)) and 2.01 shall be made from the several Banks ratably in proportion to their respective CommitmentsPro Rata Shares. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repay, or to the extent permitted by prepay under Section 2.10 prepay, Loans 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings The failure of any Bank to make any Revolving Credit Loan required under this Agreement shall be outstanding at not release any one time, and any Borrowing that would exceed such limitation shall be made other Bank from its obligation to make Revolving Credit Loans as an ABR Borrowingprovided herein.

Commitments to Lend. Each Bank During the period from and including the Effective Date, to but not including the Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros lend to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Loans by such Bank Lender at any one time outstanding to all Borrowers shall not exceed the amount of its set forth opposite such Lender's name on Schedule II hereof or, if such Lender has entered into any Assignment and Acceptance as set forth in the recorded Assignment and Acceptance, as such amount may be reduced pursuant to Section 2.09 or Section 2.10 or increased pursuant to Section 2.15 or assigned pursuant to Section 10.06 (such Lender's "Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments"). Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused portion of the Commitments of all of the Lenders) and shall be made from the several Banks Lenders ratably in proportion to their respective CommitmentsCommitments (other than Competitive Bid Loans). Within the foregoing limitsAmounts required to be repaid pursuant to Section 2.10 shall not be reborrowed, and amounts repaid pursuant to Section 8.02 shall not be reborrowed except as provided therein. Except as otherwise provided in this Agreement, the Borrowers Borrower may borrow under this Section 2.01, repay, or or, to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow (other than Competitive Bid Loans) at any time during prior to but not including the Revolving Credit Period Termination Date under this Section 2.012. 01. Notwithstanding Within the foregoinglimits of each Lender's Commitment, no more than fifteen (15) Term Benchmark Borrowings the aggregate amount of the Commitments of the Lenders shall be outstanding at any one timedeemed used from time to time to the extent of the aggregate amount of the Competitive Bid Loans then outstanding, and any Borrowing that would exceed such limitation which deemed usage shall be made as an ABR Borrowingallocated among the Lenders according to their respective Shares (such deemed usage being a "Competitive Bid Loan Reduction").

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Loans in dollars and/or euros to the Company or any Eligible Borrower and participate in Letters of Credit issued by the Fronting Bank on behalf of the Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided Term in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers together with such Bank's pro rata share of the Letter of --- ---- Credit Usage shall not exceed the amount of its Commitment, . The aggregate amount of Committed Loans to be made hereunder together with the Letter of Credit Usage and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Money Market Loans shall not exceed the Aggregate CommitmentsLoan Amount. Each Borrowing under this Section 2.01 subsection (a) shall be in an aggregate principal amount of the Borrowing Minimum at least $2,500,000, or any larger an integral multiple of the Borrowing Multiple (except that any such Borrowing may be $500,000 in the aggregate amount available in accordance with Section 3.02(c)) excess thereof and shall be made from the several Banks ratably in proportion to their respective Commitments. Within Subject to the foregoing limitslimitations set forth herein, any amounts repaid may be reborrowed. Notwithstanding anything to the contrary, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark number of new Borrowings shall be outstanding at any one timelimited to ten (10) Borrowings per month. (b) Notwithstanding anything in the preceding subparagraph (a) to the contrary, the Loan Amount shall in no event exceed (and any Borrowing no Bank shall be deemed to have committed to fund its pro rata share of an amount which exceeds) --- ---- an amount that would exceed such limitation shall cause (A) the ratio of (i) Unencumbered Asset Pool Net Operating Cash Flow to (ii) Pro-Forma Debt Service to be made as less than 1.8:1.0 or (B) the Unsecured Debt Ratio to be less than 1.8:1.0 or (C) an ABR Borrowingamount which would result in the violation of any provision of Section 5.8.

Commitments to Lend. Each (a) During the Revolving Availability Period, each Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Revolving Loans in dollars and/or euros Dollars to the Company any Borrower or any Eligible Additional Borrower pursuant to this Section 2.01 2.1(a) from time to time during in amounts such that the Revolving Credit Period; provided that the Outstanding Amount (based in respect Exposure of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Revolving Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Committed Revolving Borrowing under this Section 2.01 2.1(a) shall be in an aggregate principal amount of the Borrowing Minimum $ 10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Revolving Banks ratably in proportion to their respective Available Revolving Commitments. Within the foregoing limits, the Borrowers any Borrower may borrow under this Section 2.012.1(a), repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Dollar Revolving Loans and reborrow at any time during the Revolving Credit Availability Period under this Section 2.01. Notwithstanding 2.1(a). (b) During the foregoingRevolving Availability Period, no more than fifteen (15each Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Revolving Loans in English pounds sterling, euros or other Foreign Currencies to any Borrower or any Additional Borrower pursuant to this Section 2.1(b) Term Benchmark Borrowings shall be outstanding from time to time in amounts such that the Revolving Exposure of such Bank at any one timetime outstanding shall not exceed the amount of its Revolving Commitment. All Multi-Currency Revolving Loans shall be Euro-Currency Loans. Each Borrowing under this Section 2.1(b) shall be in an aggregate Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made from the several Revolving Banks ratably in proportion to their respective Available Revolving Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section 2.1(b), repay, or to the extent permitted by Section 2.11, prepay Multi-Currency Revolving Loans and reborrow at any Borrowing that would exceed such limitation time during the Revolving Availability Period under this Section 2.1(b). (c) Pursuant to the Existing Credit Agreement, each Term Bank thereunder made term loans in Dollars to Allegion plc in the aggregate principal amount of $250,000,000 (the “Existing Term Loans”). Immediately prior to the Effective Date, the outstanding principal balance of the Existing Term Loans is $221,875,000. Such Existing Term Loans shall continue to be outstanding and shall be deemed to have been made as loans under this Agreement (each individually, a “Term Loan” and, collectively, the “Term Loans”). Any amounts prepaid or repaid in respect of Term Loans may not be reborrowed.[reserved]. (d) Each Loan made pursuant to this Section 2.1 shall be made as an ABR Borrowingpart of a Borrowing consisting of Loans of the same Class and Type.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, (a) to make Committed Loans in dollars and/or euros to the Company Borrower or to any Eligible Qualified Borrower and participate in Letters of Credit issued by any Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Section 2.01 Article from time to time during the Revolving Credit Period; provided term hereof in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans made by such Bank at any one time outstanding to all Borrowers plus such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed the amount Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the Aggregate Outstanding Amount (based foregoing, as to Banks with an Alternate Currency Commitment only, to participate in respect Alternate Currency Letters of Credit issued by any Loan Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to the Borrower or to any Qualified Borrower denominated in euros by reference any Alternate Currency (provided (i) such Alternate Currency is readily available to such Banks and is freely transferable and convertible to Dollars, and (ii) Bloomberg (or other applicable reporting service, any successor to Bloomberg or any such other service) reports a London Interbank Offered Rate (or other applicable rate) for such Alternate Currency relating to the applicable Interest Period), in an aggregate principal Dollar Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding Amount not to all Borrowers shall not exceed the Aggregate Commitmentssuch Bank’s Alternate Currency Commitment. Each Borrowing outstanding under this Section 2.01 2.1 shall be in an aggregate principal amount the Dollar Equivalent Amount of the Borrowing Minimum which is $3,000,000, or any larger an integral multiple of the Borrowing Multiple $100,000 in excess thereof (except that any such Borrowing may be in the aggregate unused amount available of the applicable Commitments, or in accordance any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit) and, other than with Section 3.02(c)) and respect to Competitive Bid Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within In no event shall (i) the foregoing limitsaggregate Dollar Equivalent Amount of Loans outstanding at any time, plus outstanding Dollar Equivalent Amount of the Letter of Credit Usage, exceed $2,500,000,000 (or, if the Borrower exercises its option to increase the aggregate amount of the Dollar Commitments pursuant to Section 2.1(b), the Borrowers may borrow under this Section 2.01, repayaggregate amount of the Commitments as so increased), or (ii) the aggregate Dollar Equivalent Amount of Loans denominated in an Alternate Currency plus the outstanding aggregate Dollar Equivalent Amount of the Letter of Credit Usage for Alternate Currency Letters of Credit exceed the Alternate Currency Sublimit. Notwithstanding any other provision of this Agreement to the contrary, each Borrowing and Letter of Credit denominated in Dollars shall be deemed to use the Dollar Commitments to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall Dollar Sublimit would not be outstanding at any one timeexceeded thereby, and to use the Alternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. Subject to the limitations set forth herein, any Borrowing that would exceed such limitation shall amounts repaid may be made as an ABR Borrowingreborrowed.

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 Borrowers, and the Borrowers may borrow, repay and reborrow from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros , upon notice by reference a Borrower to the Equivalent thereof Administrative Agent given in dollars determined on accordance with Section 2.2(a) hereof, such sums as are requested by the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time Borrowers up to a maximum aggregate amount outstanding (after giving effect to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingamounts requested) at any one time equal to such Bank's Commitment Amount, provided that the aggregate principal amount of all Loans outstanding (after giving effect to all Borrowers amounts requested) shall not exceed at any time the Aggregate Commitmentsaggregate Commitment Amounts of all of the Banks and the aggregate principal amount of all Loans outstanding to any Borrower (after giving effect to all amounts requested) shall not exceed at any time the maximum amount (the "Maximum Amount") such Borrower is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) not less than $500,000 and shall be made from the several Banks ratably pro rata in proportion accordance with each Bank's Commitment Percentage. (b) Notwithstanding the provisions of clause (a) of this Section 2.1, and subject to their respective Commitments. Within the foregoing limitsterms and conditions of this Agreement, each Swing Line Lender agrees to make $100,000,000 of its Commitment Amount available by making Loans (each, a "Swing Line Advance", and, collectively, the Borrowers "Swing Line Advances") to any Borrower and each Borrower may borrow under this Section 2.01borrow, repay, or to the extent permitted by Section 2.10 prepay, Loans repay and reborrow at any such Swing Line Advances, from time to time during the Revolving Credit Period under this Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.01. Notwithstanding the foregoing2.2(c), no more than fifteen (15) Term Benchmark Borrowings shall be outstanding in an aggregate principal amount at any one time, and any Borrowing time outstanding not to exceed $300,000,000 (after giving effect to all Swing Line Advances requested); provided that would the aggregate amount of all Loans outstanding from each Swing Line Lender (after giving effect to all Swing Line Advances requested) shall not exceed such limitation the respective Swing Line Lender's Commitment Amount. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Swing Line Advances may be Federal Funds Rate Loans or Base Rate Loans. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as an ABR Borrowinga Bank) shall fund its pro rata share (based upon such Bank's Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan, which Committed Loan shall initially be a Base Rate Loan. Each Bank's obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this paragraph (b), and the Swing Line Lenders' rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this paragraph (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders as aforesaid, provided that notice of such demand is given not later than 1:00 P.M. (Chicago time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, as the Federal Funds Rate.

Commitments to Lend. Each ii.During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans loans in dollars and/or euros Dollars to the Company Borrower or any Eligible Additional Borrower pursuant to this Section 2.01 from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Exposure by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers Borrower or any Additional Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Availability Period under this Section. (a) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in English pounds sterling or euros (“Euro Loans”) to the Borrower or any Additional Borrower pursuant to this Section 2.01. Notwithstanding from time to time in amounts such that (i) the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time, time outstanding shall not exceed the amount of its Commitment and (ii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of the Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that would exceed any such limitation Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made as an ABR Borrowingfrom the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all Euro Loan Borrowings made pursuant to Section 2.1(b) hereof shall constitute utilizations of the Banks’ Commitments hereunder and shall reduce the Available Commitment of the Banks accordingly.

Commitments to Lend. Each (a) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans loans in dollars and/or euros Dollars to the Company any Borrower or any Eligible Additional Borrower pursuant to this Section 2.01 from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Exposure by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers any Borrower or any Additional Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Availability Period under this Section. (b) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in a Foreign Currency (“Euro Loans”) to any Borrower or any Additional Borrower pursuant to this Section 2.01. Notwithstanding from time to time in amounts such that (i) the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time, time outstanding shall not exceed the amount of its Commitment and (ii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of the Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that would exceed any such limitation Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made as an ABR Borrowingfrom the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all Euro Loan Borrowings made pursuant to Section 2.1(b) hereof shall constitute utilizations of the Banks’ Commitments hereunder and shall reduce the Available Commitment of the Banks accordingly.

Commitments to Lend. Each (a) During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $15,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.02(b)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. (b) The Termination Date may be extended in the manner set forth in this subsection (b) for a period of 364 days from the Termination Date then in effect. Notwithstanding If the foregoingBorrower wishes to request an extension of the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 40 nor more than 55 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 20 days of such notice to the Administrative Agent. If less than all Banks respond affirmatively to such request within such 20 days, then the Borrower may request the Banks that do not elect to extend the Termination Date to assign their Commitments in their entirety, no later than 5 days prior to the Termination Date then in effect, to one or more than fifteen Assignees pursuant to Section 9.06 which Assignees will agree to extend the Termination Date. If all Banks (15including such Assignees and excluding their respective transferor Banks) Term Benchmark Borrowings respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by all of the parties thereto, the Termination Date shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowingextended to the date specified above.

Commitments to Lend. (a) During the Revolving Credit Period each Bank which has a Revolving Commitment severally agrees, on the terms and conditions set forth in this Agreement, to lend to the Borrower from time to time revolving credit loans (each a "Revolving Loan" and collectively, the "Revolving Loans") not to exceed in the aggregate at any time outstanding, when added to (i) such Bank's Revolving Commitment Percentage of the then outstanding L/C Obligations and (ii) an amount equal to such Bank's Revolving Commitment Percentage multiplied by the aggregate amount of all the Money Market Loans of all the Banks then outstanding, the amount of its Revolving Commitment. Each Borrowing under this paragraph shall (i) be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that a CIBC Alternate Base Rate Borrowing may be in the aggregate amount of the then unused Revolving Commitments) and (ii) consist of Revolving Loans of the same Type made on the same day by the several Banks ratably in proportion to their respective Revolving Commitments. The Borrower may borrow Revolving Loans under this subsection, repay or, to the extent permitted by Section 2.8, prepay Revolving Loans and reborrow Revolving Loans at any time during the Revolving Credit Period. (b) Each Bank which has a Tranche B Term Loan Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros a Tranche B term loan (each a "Tranche B Term Loan" and collectively, the "Tranche B Term Loans") to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding Closing Date in an amount not to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect Tranche B Term Loan Commitment of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingBorrower.

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, to make Syndicated Loans in dollars and/or euros (which may be, at the option of the Borrower and subject to the Company terms and conditions hereof, Foreign Currency Loans or any Eligible Syndicated Dollar Loans, and Syndicated Dollar Loans may be Domestic Loans or Euro-Dollar Loans) to the Borrower pursuant to this Section 2.01 from time to time during before the Revolving Credit PeriodTermination Date; provided that that: (i) the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery sum of the applicable Notice aggregate principal amount of Borrowing) Syndicated Dollar Loans and the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans to be made by such Bank at any one time outstanding to all Borrowers the Borrower shall not exceed the amount of its Unused Commitment, and (ii) immediately after each such Loan is made, the aggregate outstanding principal amount of all Syndicated Dollar Loans, Finnish Markka Loans, Money Market Loans, the Dollar Equivalent of Foreign Currency Loans, and the Aggregate Outstanding Amount (based in respect Unmatured Prior Loan shall not exceed the aggregate amount of any Loan denominated in euros by reference the Commitments of all of the Banks. Subject to the foregoing, the Borrower shall be permitted, subject to the terms and conditions hereof, to obtain Loans up to the full aggregate amount of the Unused Commitments of the Banks. The Dollar Equivalent thereof in dollars determined of each Foreign Currency Loan on the date of the delivery of the Notice of Borrowing for each Foreign Currency Loan (in accordance with the terms hereof) shall be deemed to be the amount of the Foreign Currency Loan outstanding for the purpose of calculating the Unused Commitments on the date of disbursement and on such date of delivery of the applicable Notice of Borrowing, the Agent shall calculate the Dollar Equivalent of each of the (x) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsForeign Currency Loans and Finnish Markka Loans, and (y) requested Foreign Currency Loans and Finnish Markka Loans. Each Euro-Dollar Borrowing and Foreign Currency Borrowing under this Section 2.01 shall be in an aggregate principal amount of $3,000,000 (or the Borrowing Minimum Dollar Equivalent thereof in any Foreign Currency Borrowing) or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available of the Unused Commitments) and shall be made from the several Banks ratably in accordance with proportion to their respective Commitments. Each Base Rate Borrowing under this Section 3.02(c)shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000 (except that any such Borrowing may be in the aggregate amount of the Unused Commitments) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repayrepay or, or to the extent permitted by Section 2.10 prepay2.10, prepay Loans and reborrow under this Section at any time during before the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingTermination Date.

Commitments to Lend. Each Bank severally agrees, on (a) Subject to the terms and conditions set forth in this AgreementAgreement and so long as no Default or Event of Default under this Agreement has occurred and is continuing, to make Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that , each Bank severally agrees to make such loans to Borrower (individually, a "Revolving Credit Loan" and collectively, the Outstanding Amount (based in respect of any Loan denominated in euros by reference "Revolving Credit Loans") as Borrower may from time to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding request pursuant to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsSection 2.02. Each Borrowing Revolving Credit Loan under this Section 2.01 which is a Prime Loan shall be in for an aggregate principal amount of the Borrowing Minimum at least $200,000.00 or any larger multiple of $50,000.00. Each Revolving Credit Loan under this Section 2.01 which is a LIBOR Loan shall be for an aggregate principal amount of at least $2,000,000.00 or any larger multiple of $500,000.00. The aggregate principal amount of Revolving Credit Loans which each Bank shall be required to have outstanding under this Agreement at any one time shall not exceed the lesser of (a) such Bank's Commitment at such time or (b) such Bank's Pro Rata Share of the lesser of (i) the sum of (A) the total Commitments of all of the Banks at such time minus (B) the aggregate principal amount of all Letter of Credit Loans outstanding at such time minus (C) the aggregate undrawn face amount of all Letters of Credit outstanding at such time or (ii) the sum of (A) the Borrowing Multiple Base at such time minus (except that any such Borrowing may be in B) the aggregate principal amount available in accordance with of all Letter of Credit Loans outstanding at such time minus (C) the aggregate undrawn face amount of all standby Letters of Credit outstanding at such time. Each Revolving Credit Loan under this Section 3.02(c)) and 2.01 shall be made from the several Banks ratably in proportion to their respective CommitmentsPro Rata Shares. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repay, or to the extent permitted by prepay under Section 2.10 prepay, Loans 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding The failure of any Bank to make any Revolving Credit Loan required under this Agreement shall not release any other Bank from its obligation to make Revolving Credit Loans as provided herein. (b) Borrower shall deliver to the foregoingAgent and each of the Banks on March 24, no more than fifteen 1998 (15with respect to the month ended February 28, 1998) Term Benchmark Borrowings and on the last day of each month commencing in the month of April, 1998, a borrowing base certificate in the form of Exhibit A attached hereto and incorporated herein by reference (a "Borrowing Base Certificate") setting forth: (i) the Borrowing Base and its components as of the end of the immediately preceding month; (ii) the aggregate principal amount of all Revolving Credit Loans outstanding as of the end of the immediately preceding month; (iii) the aggregate principal amount of all Letter of Credit Loans outstanding as of the end of the immediately preceding month; (iv) the aggregate undrawn face amount of all standby Letters of Credit outstanding as of the end of the immediately preceding month; and (v) the difference, if any, between the Borrowing Base and the Total Outstandings as of the end of the immediately preceding month. The Borrowing Base shown in such Borrowing Base Certificate shall be outstanding and remain the Borrowing Base hereunder until the next Borrowing Base Certificate is delivered to the Agent and each of the Banks, at any one time, and any which time the Borrowing that would exceed such limitation Base shall be made the amount shown in such subsequent Borrowing Base Certificate. Each Borrowing Base Certificate shall be certified (subject to normal year-end adjustments) as to truth and accuracy by the chief financial officer or treasurer of Borrower. (c) If the Borrowing Base as of any date is less than the Total Outstandings as of such date, Borrower shall be automatically required (without demand or notice of any kind by the Agent or any of the Banks, all of which are hereby expressly waived by Borrower) to immediately repay the Revolving Credit Loans and/or the Letter of Credit Loans and/or surrender for cancellation the outstanding standby Letters of Credit, in either case in an ABR Borrowingamount sufficient to reduce the amount of the Total Outstandings to the amount of the Borrowing Base. (d) If the total Commitments of all of the Banks as of any date should be less than the sum of the Total Outstandings as of such date plus the aggregate undrawn face amount of all commercial Letters of Credit outstanding as of such date, whether as a result of Borrower's election to decrease the amount of the Commitments of the Banks pursuant to Section 2.07 or otherwise, Borrower shall be automatically required (without demand or notice of any kind by the Agent or any of the Banks, all of which are hereby expressly waived by Borrower) to immediately repay the Revolving Credit Loans and/or the Letter of Credit Loans and/or surrender for cancellation the outstanding Letters of Credit, in either case in an amount sufficient to reduce the sum of the Total Outstandings plus the aggregate undrawn face amount of all commercial Letters of Credit to an amount equal to or less than the total Commitments of all of the Banks.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that that, immediately after each such loan is made, such Bank's Outstanding Committed Amount shall not exceed its Commitment and the aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers Committed Amounts shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate aggregate Commitments. Each The initial Borrowing under this Section 2.01 shall be in an aggregate principal amount not less than $5,000,000, and each subsequent Borrowing shall be in an amount of the Borrowing Minimum $1,000,000 or any larger integral multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused Commitments) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repay, or prepay Loans to the extent permitted by Section 2.10 prepay, Loans 2.09 and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding Section. (b) On any Domestic Business Day during the foregoingRevolving Credit Period, if no more than fifteen (15) Term Benchmark Borrowings Default shall have occurred and be continuing at such time, the Borrower may, with the consent of the Required Banks, increase the aggregate amount of the Commitments by agreeing with each existing Bank that each such Bank shall make available its pro rata share of the amount by which the Commitments are to be increased or, to the extent that any existing Bank declines to so increase its Commitment, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be outstanding further increased. Upon execution and delivery by the Borrower and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Banks and (ii) the aggregate amount of each such increase shall be at any one timeleast $5,000,000 and shall not exceed $25,000,000. Upon an increase in the aggregate amount of the Commitments pursuant to this subsection (b), within five Domestic Business Days in the case of each Base Rate Borrowing outstanding, and any at the end of the then current Interest Period with respect thereto in the case of each Euro-Dollar Borrowing that would exceed then outstanding, the Borrower shall prepay or repay such limitation Borrowing in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall be made reborrow Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as an ABR Borrowingall outstanding Loans are held by the Banks in such proportion.

Commitments to Lend. Each Bank Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Availability Period in amounts such that its Revolving Credit PeriodOutstandings shall not exceed its Revolving Commitment; provided that provided, that, immediately after giving effect to each such Revolving Loan, the Outstanding Amount aggregate principal amount of all outstanding Revolving Loans (based in respect of after giving effect to any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowingamount requested) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount aggregate Revolving Commitments less the sum of its Commitment, and the Aggregate Outstanding Amount (based in respect all outstanding Letter of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate CommitmentsCredit Liabilities. Each Revolving Borrowing under this Section 2.01 (other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused Revolving Commitments) and shall be made from the several Banks Lenders ratably in proportion to their respective Revolving Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repay, or or, to the extent permitted by Section 2.10 2.10, prepay, Revolving Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding ; provided, further, that for purposes of the foregoingimmediately preceding proviso and all other provisions of this Agreement and each other Loan Document, no more than fifteen at any time there is a Defaulting Lender, (15a) Term Benchmark Borrowings the aggregate Revolving Commitments shall be outstanding at any one timedeemed to be reduced by an amount equal to the remainder (such amount, the “Specified Amount”) of (i) such Defaulting Lender’s Revolving Commitment minus (ii) the principal amount of such Defaulting Lender’s Revolving Outstandings in respect of Revolving Loans and any Borrowing that would exceed (b) such limitation Defaulting Lender’s Revolving Commitment shall be made as deemed to be reduced by an ABR Borrowingamount equal to the Specified Amount.

Commitments to Lend. Each (a) During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros lend to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided amounts such that the Outstanding aggregate Dollar Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of $1,000,000, or in the case of a Borrowing Multiple to be denominated in an Alternative Currency, an Approved Borrowing Amount with respect to such Alternative Currency (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.01(b)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during on or prior to the Revolving Credit Period Termination Date under this Section 2.01Section. (b) The Termination Date may be extended, in the manner set forth in this subsection (b), on October 18, 1997 and on each anniversary of such date which falls not less than one year prior to the Termination Date as theretofore extended (an "Extension Date"), for a period of one year after the date on which the Termination Date would otherwise have expired. Notwithstanding If the foregoingBorrower wishes to request an extension of the Termination Date on any Extension Date, no it shall give written notice to that effect to the Documentation Agent not less than 45 nor more than fifteen 90 days prior to such Extension Date, whereupon the Documentation Agent shall notify each of the Banks of such notice. Each Bank will respond to such request, whether affirmatively or negatively, within 30 days. If a Bank or Banks respond negatively or fail to timely respond to such request, but such non-extending Bank(s) have Commitment(s) totalling less than 33 1 3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Extension Date, have the right, with the assistance of the Documentation Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (15which may be one or more of the Banks) Term Benchmark Borrowings to assume the Commitment(s) of such non-extending Bank(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Banks through the Documentation Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Bank(s), whereupon the aggregate amount of such Commitment(s) shall be outstanding at any one timeassumed by a substitute financial institution or financial institutions within such 60-day period or (ii) withdraw its request for an extension of the Termination Date. The failure of the Borrower to timely take the actions contemplated by clause (i) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Banks having Commitment(s) totalling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and any Borrowing that would exceed such limitation request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Documentation Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H duly completed and signed by all of the parties hereto, the Termination Date shall be made as an ABR Borrowingextended, effective on such Extension Date, for a period of one year to the date stated in such Extension Agreement. The Documentation Agent shall give the Administrative Agent notice of any extension of the Termination Date under this subsection (b).

Commitments to Lend. Each Bank severally During the Revolving Credit Period, each Lender agrees, on the terms and conditions set forth in this Agreement, to make loans to any Borrower in US Dollars (in the case of both ABR Loans and Eurocurrency Loans) or (in dollars and/or euros to the Company or case of Eurocurrency Loans only) any Eligible Borrower Designated Foreign Currency, pursuant to this Section 2.01 from time to time during in amounts such that (a) the Revolving Credit Period; provided that the Outstanding Amount (based in respect Exposure of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank Lender at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, Commitment and (b) the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery aggregate Revolving Credit Exposures of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Lenders shall not exceed the Aggregate aggregate Lenders’ Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal of amount at least equal to the Borrowing Minimum or any larger and an integral multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall be made from the several Banks Lenders ratably in proportion to their respective Commitments, it being understood that the failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Within the foregoing limits, the Borrowers any Borrower may borrow under this borrow, repay or, subject to Section 2.012.11, repay, or to the extent permitted by Section 2.10 prepay, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingPeriod.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, (a) to make Committed Loans in dollars and/or euros to the Company Borrower or to any Eligible Qualified Borrower and participate in Letters of Credit issued by any Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Section 2.01 Article from time to time during the Revolving Credit Period; provided Term in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans made by such Bank at any one time outstanding to all Borrowers plus such Bank's Pro Rata Share of the Letter of Credit Usage shall not exceed the amount of its Commitment, and (b) in furtherance and clarification of the Aggregate Outstanding Amount (based foregoing, as to Banks with an Alternative Currency Commitment only, to participate in respect Alternative Currency Letters of Credit issued by any Loan Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Article and to make Alternative Currency Loans to the Borrower or to any Qualified Borrower denominated in euros by reference any Alternative Currency (provided such Alternative Currency is an Eligible Currency), in an aggregate principal amount not to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentssuch Bank's Alternative Currency Commitment. Each Borrowing outstanding under this Section 2.01 2.1 shall be in an aggregate principal amount the Dollar Equivalent of the Borrowing Minimum which is $3,000,000, or any larger an integral multiple of the Borrowing Multiple $100,000 in excess thereof (except that any such Borrowing may be in the aggregate unused amount available of the applicable Commitments, or in accordance any amount required to reimburse the applicable Fronting Bank for any drawing under any Letter of Credit) and, other than with Section 3.02(c)) and respect to Competitive Bid Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within In no event shall (i) the foregoing limitsDollar Equivalent of the aggregate amount of Loans outstanding at any time, plus the Dollar Equivalent of the outstanding amount of the Letter of Credit Usage, exceed $2,500,000,000 (or, if the Borrower exercises its option to increase the aggregate amount of the Dollar Commitments pursuant to Section 2.1(b), the Borrowers may borrow under this Section 2.01, repayaggregate amount of the Commitments as so increased), or (ii) the Dollar Equivalent of the aggregate amount of Loans denominated in an Alternative Currency plus the Dollar Equivalent of the outstanding aggregate amount of the Letter of Credit Usage for Alternative Currency Letters of Credit exceed the Alternative Currency Sublimit. Notwithstanding any other provision of this Agreement to the contrary, each Borrowing and Letter of Credit denominated in Dollars shall be deemed to use the Dollar Commitments to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall Dollar Sublimit would not be outstanding at any one timeexceeded thereby, and to use the Alternative Currency Commitments if such Alternative Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. Subject to the limitations set forth herein, any Borrowing that would exceed such limitation shall amounts repaid may be made as an ABR Borrowingreborrowed.

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make the Committed Loans to Borrower and participate in dollars and/or euros to Letters of Credit issued by the Company or any Eligible Fronting Bank on behalf of Borrower pursuant to this Section 2.01 2.16 from time to time during the Revolving Credit Period; provided Term in amounts such that the Outstanding Amount sum of (based in respect i) the aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers outstanding, plus (ii) such Bank’s pro rata share of Letter of Credit Usage shall not exceed the amount of such Bank’s Commitment (in no event shall a Bank’s participation in a Money Market Loan reduce a Bank’s Commitment). The aggregate amount of Committed Loans to be made hereunder together with the aggregate pro rata share of principal amount of Money Market Loans participated in by such Bank (or its Commitment, Designated Bank) and the Aggregate Outstanding Amount (based in respect Letter of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers Credit Usage shall not exceed the Aggregate Commitmentsaggregate Commitments of the Banks. Each Committed Borrowing under this Section 2.01 2.1 shall be in an aggregate principal amount of the Borrowing Minimum at least $2,500,000, or any larger an integral multiple of the Borrowing Multiple $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(c)) and and, other than with respect to Money Market Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within Subject to the foregoing limitslimitations set forth herein, any amounts repaid may be reborrowed. Notwithstanding anything to the contrary, the Borrowers may borrow under this Section 2.01, repay, or number of new Borrowings shall be limited to the extent permitted by Section 2.10 prepay, Loans four Borrowings per month and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark ten Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowing.

Commitments to Lend. (a) Each Bank severally agrees, on ------------------- the terms and conditions set forth in this Agreement, from time to make Loans in dollars and/or euros time to lend to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided in amounts such that the Outstanding Amount (based in respect aggregate outstanding principal amount of any Loan denominated in euros Committed Loans by reference to the Equivalent thereof in dollars determined on the date of delivery such Bank, plus its Commitment Percentage of the applicable Notice Letter of Borrowing) by such Bank Credit Outstandings at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment. Without in any way limiting the foregoing, and at no time will the Aggregate Outstanding Amount sum of (based in respect A) the Letter of any Loan denominated in euros by reference to Credit Outstandings, plus (B) the Equivalent thereof in dollars determined on the date of delivery aggregate outstanding principal amount of the applicable Notice Committed Loans, plus (c) the aggregate outstanding principal amount of Borrowing) at any one time outstanding to all Borrowers shall not the Competitive Loans exceed the Aggregate CommitmentsCommitted Amount. Each Committed Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $5,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Committed Borrowing may be in an aggregate amount such that, immediately after giving effect to such Borrowing, the sum of (A) the Letter of Credit Outstandings, plus (B) the aggregate outstanding principal amount available in accordance with Section 3.02(c)of the Committed Loans, plus (C) the aggregate outstanding principal amount of the Competitive Loans will equal the Committed Amount) and shall be made from by the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, prior to the Borrowers Termination Date the Borrower may borrow under this Section 2.01, repay, or to the extent permitted by Section 2.10 prepay2.13, prepay Committed Loans and reborrow re-borrow at any time. (b) At any time during after the Revolving Credit Period under 61st day prior to the then current Termination Date, the Borrower may request that the Termination Date be extended, effective on the then current Termination Date, to the date which is the 364th day after the then current Termination Date and the Banks may, at their option, accept or reject such request. To request an extension, the Borrower shall notify the Administrative Agent of the Borrower's request to extend the Termination Date, and the Administrative Agent shall promptly notify the Banks of each such request. Each Bank shall notify the Administrative Agent in writing within 30 days after receipt of such request whether it consents to such extension; provided that no Bank shall be required to give notice of consent prior to 30 -------- days prior to the then current Termination Date (the later of such days shall be referred to as the "Extension Response Date"). If any Bank shall fail to give such notice to the Administrative Agent by the Extension Response Date, such Bank shall be deemed to have rejected the requested extension. If all the Banks consent to the requested extension by the Extension Response Date, the Termination Date shall be automatically extended to the date which is the 364th day after the then current Termination Date. If fewer than all the Banks so consent (each Bank rejecting the requested extension being referred to as a "Terminating ----------- Bank"), the Borrower shall within five days after the Extension Response Date ---- notify the Administrative Agent (which shall promptly notify each Bank) whether the Borrower elects to withdraw its request for an extension of the Termination Date or to extend the Termination Date for all the Banks that have consented to such extension. If the Borrower elects to so extend the Termination Date as to fewer than all the Banks, the Administrative Agent shall promptly notify the non-Terminating Banks of the Borrower's decision, and each Bank which is not a Terminating Bank shall have the right, but not the obligation, to elect to increase its Commitment by an amount not to exceed the aggregate amount of the Commitments of the Terminating Banks, which election shall be made by notice from each such non-Terminating Bank to the Administrative Agent and the Borrower given not later than five Business Days after the date notified by the Administrative Agent, specifying the amount of such proposed increase in such non-Terminating Bank's Commitment. (c) If the aggregate amount of the proposed increases in the respective Commitments of all such non-Terminating Banks making such an election is in excess of the aggregate Commitments of the Terminating Banks, (i) the respective Commitments of the Terminating Banks shall be allocated pro rata among such non- -------- Terminating Banks based on the respective amounts of the proposed increases to their Commitments elected by such non-Terminating Banks and (ii) the respective Commitments of such non-Terminating Banks shall be increased by the respective amounts allocated pursuant to clause (i) above so that, after giving effect to such Commitment terminations and increases, the aggregate amount of the Commitments of the non-Terminating Banks will be the same as the Committed Amount prior to the Extension Response Date. If the aggregate amount of the proposed increases to the respective Commitments of all non-Terminating Banks making such an election equals the aggregate Commitments of the Terminating Banks, the respective Commitments of such non-Terminating Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such Commitment terminations and increases, the aggregate amount of the Commitments non-Terminating Banks will be the same as the Committed Amount prior to the Extension Response Date. If the aggregate amount of the proposed increases to the respective Commitments of all non-Terminating Banks making such an election is less than the aggregate Commitments of the Terminating Banks, (i) the respective Commitments of such non-Terminating Banks shall be increased by the respective amounts of their proposed increases and (ii) the Borrower shall have the right to add one or more banks and other financial institutions as parties to this Agreement (in such capacity, each a "Purchasing Bank") to replace such Terminating Banks, which Purchasing Banks --------------- shall have aggregate Commitments not greater than those of the Terminating Banks, less the amounts thereof, if any, assumed by the non-Terminating Banks, as described immediately above. The transfer of Commitments and outstanding Loans from Terminating Banks to Purchasing Banks and non-Terminating Banks shall take place on the effective date of, and pursuant to the execution, delivery, acceptance and recording of, instruments of assignment and acceptance in accordance with the procedures set forth in Section 9.07(c). (d) To the extent that any Terminating Bank does not transfer all its Commitment and outstanding Loans to a Purchasing Bank or a non-Terminating Bank pursuant to subsection (c) immediately above, on the Termination Date applicable to each such Terminating Bank, the Committed Amount shall be reduced by the amount of the Commitment of each such Terminating Bank and, concurrently with such reduction in the Committed Amount, the Borrower shall pay the outstanding principal amount of the Loans of each such Terminating Bank, together with all accrued and unpaid interest thereon, each such Terminating Bank's ratable share of all accrued and unpaid Facility Fees and all other amounts then owing to such Terminating Bank hereunder, in each case, to the extent not transferred pursuant to subsection (c) immediately above. (e) Each Terminating Bank's Commitment shall expire no later than its Termination Date and each Terminating Bank shall have no further rights or obligations hereunder following (i) the transfer of such Terminating Bank's Commitment and outstanding Loans from such Terminating Bank to Purchasing Banks or non-Terminating Banks and (ii) the payment in full of all amounts due and owing to such Terminating Bank on its Termination Date. (f) Notwithstanding any other provision of this Section 2.01. Notwithstanding , the foregoingAdministrative Agent and the Borrower shall have the right, without consent of the Required Banks, to amend the procedures for the extension of the Termination Date set forth in this Section 2.01 to the extent the Administrative Agent shall determine such amendment to be necessary to ensure that the Banks will not be required to maintain capital against their Commitments under applicable rules, regulations and interpretations of bank regulatory authorities; provided, that -------- no more than fifteen (15) Term Benchmark Borrowings such amendment shall be outstanding at permit the extension of any one time, and any Borrowing that would exceed Bank's Commitment without the consent of such limitation shall be made as an ABR BorrowingBank.

Commitments to Lend. Each (a) During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $15,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.02(b)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. (b) The Termination Date may be extended in the manner set forth in this subsection (b) for a period of 364 days from the Termination Date then in effect. Notwithstanding If the foregoingBorrower wishes to request an extension of the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 40 nor more than 55 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether 22 affirmatively or negatively, as it may elect in its sole discretion, within 20 days of such notice to the Administrative Agent. If less than all Banks respond affirmatively to such request within such 20 days, then the Borrower may request the Banks that do not elect to extend the Termination Date to assign their Commitments in their entirety, no later than 5 days prior to the Termination Date then in effect, to one or more than fifteen Assignees pursuant to Section 9.06 which Assignees will agree to extend the Termination Date. If all Banks (15including such Assignees and excluding their respective transferor Banks) Term Benchmark Borrowings respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by all of the parties thereto, the Termination Date shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowingextended to the date specified above.

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, to make Revolving Credit Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during before the Revolving Credit PeriodMaturity Date; provided that that, immediately after each such Revolving Credit Loan is made, the Outstanding Amount (based in respect aggregate outstanding principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Revolving Credit Loans by such Bank at any one time outstanding to (together with, in the case of the Swing Line Lender, the aggregate principal amount of all Borrowers Swing Line Loans) plus its pro rata share of the Letter of Credit Obligations shall not exceed the amount of its Revolving Credit Commitment, provided further that the aggregate principal amount of all Revolving Credit Loans, together with the aggregate principal amount of all Swing Line Loans and the Aggregate Outstanding Amount (based in respect Letter of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Credit Obligations, at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentsaggregate amount of the Revolving Credit Commitments of all of the Banks at such time, provided further that, subject to the foregoing limitations, from and after the Closing Date and continuing until such date, if any, as of which the Required Banks, in their sole discretion, shall have agreed in writing that the limitation contained in this proviso shall no longer be effective (at which time the limitation in the immediately foregoing proviso shall control), the aggregate principal amount of all Revolving Credit Loans, together with the aggregate principal amount of all Swing Line Loans and the Letter of Credit Obligations, at any one time outstanding shall not exceed the Revolving Credit Availability. Each Revolving Credit Borrowing that is a Euro-Dollar Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $2,500,000 or any larger multiple of the $500,000 and each Revolving Credit Borrowing Multiple that is a Base Rate Borrowing under this Section shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000 (except that any such Revolving Credit Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the Total Unused Revolving Credit Commitments) and shall be made from the several Banks ratably in proportion to their respective Revolving Credit Commitments. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repayrepay or, or to the extent permitted by Section 2.10 prepay2.09, prepay Revolving Credit Loans and reborrow under this Section 2.01 at any time during before the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingMaturity Date.

Commitments to Lend. Each (a) During the Revolving Credit Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans loans in dollars and/or euros Dollars to the Company Borrower or any Eligible Borrower Borrowing Subsidiary pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers Borrower or any Borrowing Subsidiary may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section. (b) Sub-Commitments to Lend in Euros. During the Revolving Credit Period, each Euro Facility Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in euros ("Euro-Loans") to the Borrower or any Borrowing Subsidiary pursuant to this Section 2.01. Notwithstanding from time to time in amounts such that (i) the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding aggregate principal amount of Committed Loans by such Bank at any one timetime outstanding shall not exceed the amount of its Commitment, and (ii) the Dollar Equivalent of the aggregate principal amount of Euro Loans by such Euro Facility Bank at any one time outstanding shall not exceed its Euro Facility Sub-Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of the Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that would exceed any such limitation Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made as an ABR Borrowingfrom the several Euro Facility Banks ratably in proportion to their respective Euro Facility Sub- Commitments. Within the foregoing limits, the Borrower or any Borrowing Subsidiary may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section. It is expressly understood and agreed among the parties hereto that any and all Euro-Loan Borrowings made pursuant to Section 2.1(b) hereof shall constitute utilizations of the Euro Facility Banks' Commitments hereunder and shall reduce the Available Commitment of the Euro Facility Banks accordingly.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, (a) to make Committed Loans in dollars and/or euros to the Company Borrower or to any Eligible Qualified Borrower and participate in Letters of Credit issued by any Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Section 2.01 Article from time to time during the Revolving Credit Period; provided Term in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans made by such Bank at any one time outstanding to all Borrowers plus such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed the amount of its Commitment, and (b) in furtherance and clarification of the Aggregate Outstanding Amount (based foregoing, as to Banks with an Alternative Currency Commitment only, to participate in respect Alternative Currency Letters of Credit issued by any Loan Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Article and to make Alternative Currency Loans to the Borrower or to any Qualified Borrower denominated in euros by reference any Alternative Currency (provided such Alternative Currency is an Eligible Currency), in an aggregate principal amount not to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentssuch Bank’s Alternative Currency Commitment. Each Borrowing outstanding under this Section 2.01 2.1 shall be in an aggregate principal amount the Dollar Equivalent of the Borrowing Minimum which is $3,000,000, or any larger an integral multiple of the Borrowing Multiple $100,000 in excess thereof (except that any such Borrowing may be in the aggregate unused amount available of the applicable Commitments, or in accordance any amount required to reimburse the applicable Fronting Bank for any drawing under any Letter of Credit) and, other than with Section 3.02(c)) and respect to Competitive Bid Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within In no event shall (i) the foregoing limitsDollar Equivalent of the aggregate amount of Loans outstanding at any time, plus the Dollar Equivalent of the outstanding amount of the Letter of Credit Usage, exceed $2,500,000,000 (or, if the Borrower exercises its option to increase the aggregate amount of the Dollar Commitments pursuant to Section 2.1(b), the Borrowers may borrow under this Section 2.01, repayaggregate amount of the Commitments as so increased), or (ii) the Dollar Equivalent of the aggregate amount of Loans denominated in an Alternative Currency plus the Dollar Equivalent of the outstanding aggregate amount of the Letter of Credit Usage for Alternative Currency Letters of Credit exceed the Alternative Currency Sublimit. Notwithstanding any other provision of this Agreement to the contrary, each Borrowing and Letter of Credit denominated in Dollars shall be deemed to use the Dollar Commitments to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall Dollar Sublimit would not be outstanding at any one timeexceeded thereby, and to use the Alternative Currency Commitments if such Alternative Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. Subject to the limitations set forth herein, any Borrowing that would exceed such limitation shall amounts repaid may be made as an ABR Borrowingreborrowed.

Commitments to Lend. Each Bank During the period from and including the Effective Date, to but not including the Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros lend to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during amounts such that (i) the Revolving Credit Period; provided that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Loans by such Bank Lender at any one time outstanding to all Borrowers shall not exceed the amount set forth opposite such Lender's name on Schedule II hereof or, if such Lender has entered into any Assignment and Acceptance as set forth in the recorded Assignment and Acceptance, as such amount may be reduced pursuant to Section 2.08 or Section 2.09 or assigned pursuant to Section 10.06 (such Lender's "Commitment") and (ii) the aggregate principal amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros Loans by reference to the Equivalent thereof in dollars determined on the date of delivery all of the applicable Notice of Borrowing) Lenders at any one time outstanding to all Borrowers shall not exceed the Aggregate aggregate amount of all of their Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)of the unused portion of the Commitments of all of the Lenders) and shall be made from the several Banks ratably Lenders in proportion to accordance with their respective CommitmentsShares. Within the foregoing limitsAmounts required to be repaid pursuant to Section 2.09 shall not be reborrowed, and amounts repaid pursuant to Section 8.02 shall not be reborrowed except as provided therein. Except as otherwise provided in this Agreement, the Borrowers Borrower may borrow under this Section 2.01, repay, or or, to the extent permitted by Section 2.10 prepay2.10, prepay Loans and reborrow at any time during prior to but not including the Revolving Credit Period Termination Date under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR Borrowing.

Commitments to Lend. Each Bank (a) During the Revolving Credit Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Periodtime; provided that the that, immediately after each such loan is made: (i) such Lender’s Outstanding Amount shall not exceed its Commitment; and (based in respect of any Loan denominated in euros by reference to (ii) the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers Total Outstanding Amount shall not exceed the aggregate amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers a Borrower may borrow under this Section 2.012.01(a), repay, or prepay Loans to the extent permitted by Section 2.10 prepay, Loans 2.11 and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding Each Borrowing under this Section shall be in an aggregate principal amount of $ 25,000,000 or any larger multiple of $1,000,000 (except that (i) any such Borrowing may be in the foregoingaggregate amount at the time available under this Section and (ii) any Borrowing pursuant to Section 2.18(c)(ii) may be in the amount of the related Reimbursement Obligation) and shall be made from the several Lenders ratably in proportion to their respective Commitments. (b) The Termination Date may be extended on up to two occasions in the manner set forth in this subsection (b) for a period of one year from the Termination Date then in effect. If the Company wishes to request an extension of the Termination Date, no the Company shall give notice to that effect to the Administrative Agent not less than 45 nor more than fifteen (15) Term Benchmark Borrowings 90 days prior to the first or second anniversary of the date hereof, or at both times, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice to the Administrative Agent. Any Lender not responding to such request within such time period shall be outstanding at any deemed to have responded negatively to such request. The Company may request the Lenders that do not elect to extend the Termination Date to assign their Commitments in their entirety to one timeor more Assignees pursuant to Section 11.06 which Assignees will agree to extend the Termination Date. If Lenders having more than 50% of the aggregate amount of the Commitments (including such Assignees and excluding their respective transferor Lenders) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Company, the Administrative Agent and such Lenders, the Termination Date shall be extended to the first anniversary of the Termination Date then in effect with respect to such Lenders (but not with respect to Lenders not so responding affirmatively). Any extension of the Termination Date pursuant to this subsection (b) shall be subject to satisfaction of the conditions set forth in Section 3.02(b) and Section 3.02(c), and any Borrowing request for an extension by the Company hereunder shall constitute a representation and warranty that would exceed such limitation shall be made as an ABR Borrowingconditions are satisfied at the time of such extension and after giving effect thereto.

Commitments to Lend. Each (a) During the Revolving Availability Period, each Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Revolving Loans in dollars and/or euros Dollars to the Company any Borrower or any Eligible Additional Borrower pursuant to this Section 2.01 2.1(a) from time to time during in amounts such that the Revolving Credit Period; provided that the Outstanding Amount (based in respect Exposure of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Revolving Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Committed Revolving Borrowing under this Section 2.01 2.1(a) shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Revolving Banks ratably in proportion to their respective Available Revolving Commitments. Within the foregoing limits, the Borrowers any Borrower may borrow under this Section 2.012.1(a), repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Dollar Revolving Loans and reborrow at any time during the Revolving Credit Availability Period under this Section 2.01. Notwithstanding 2.1(a). (b) During the foregoingRevolving Availability Period, no more than fifteen (15each Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Revolving Loans in English pounds sterling, euros or other Foreign Currencies to any Borrower or any Additional Borrower pursuant to this Section 2.1(b) Term Benchmark Borrowings shall be outstanding from time to time in amounts such that the Revolving Exposure of such Bank at any one timetime outstanding shall not exceed the amount of its Revolving Commitment. All Multi-Currency Revolving Loans shall be Euro-Currency Loans. Each Borrowing under this Section 2.1(b) shall be in an aggregate Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made from the several Revolving Banks ratably in proportion to their respective Available Revolving Commitments. Within the foregoing limits, any Borrower or any Additional Borrower may borrow under this Section 2.1(b), repay, or to the extent permitted by Section 2.11, prepay Multi-Currency Revolving Loans and reborrow at any Borrowing that would exceed such limitation time during the Revolving Availability Period under this Section 2.1(b). (c) Pursuant to the Existing Credit Agreement, each Term Bank thereunder made term loans in Dollars to Allegion plc in the aggregate principal amount of $250,000,000 (the “Existing Term Loans”). Immediately prior to the Effective Date, the outstanding principal balance of the Existing Term Loans is $221,875,000. Such Existing Term Loans shall continue to be outstanding and shall be deemed to have been made as loans under this Agreement (each individually, a “Term Loan” and, collectively, the “Term Loans”). Any amounts prepaid or repaid in respect of Term Loans may not be reborrowed. (d) Each Loan made pursuant to this Section 2.1 shall be made as an ABR Borrowingpart of a Borrowing consisting of Loans of the same Class and Type.

Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, to make Syndicated Loans in dollars and/or euros Dollars or Offshore Currencies (as specified in the Notice of Borrowing) to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during before the Revolving Credit PeriodTermination Date; provided that that, immediately after each such Syndicated Loan is made, (i) the Outstanding Dollar Equivalent Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice aggregate principal amount outstanding of Borrowing) all Syndicated Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and (ii) the Aggregate Outstanding Dollar Equivalent Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice aggregate principal amount of Borrowing) at any one time all Syndicated Loans, Money Market Loans and Swing Line Loans outstanding to all Borrowers shall not exceed the Aggregate CommitmentsTotal Revolving Credit Commitment, and (iii) the Dollar Equivalent Amount of the aggregate principal amount of all Offshore Loans shall not exceed the Total Alternate Currency Sublimit. In the event that, at any time, any of the limits set forth in (i), (ii) or (iii) of the immediately preceding sentence are exceeded, the Borrower agrees to immediately make such payments and prepayments as shall be necessary to comply with each such provision. Each Syndicated Borrowing under this Section 2.01 shall be in the Dollar Equivalent Amount of an aggregate principal amount of (i) in the Borrowing Minimum case of Base Rate Loans, $1,000,000 or any larger multiple of $500,000, and (ii) in the Borrowing Multiple case of Euro_Dollar Loans and Offshore Loans, $5,000,000 (or the Dollar Equivalent Amount thereof in any Offshore Currency) or any larger multiple of $500,000 (or the Dollar Equivalent Amount thereof in any Offshore Currency), except that any such Syndicated Borrowing, whether a Base Rate Borrowing, a Euro_Dollar Borrowing or an Offshore Borrowing, may be in the Dollar Equivalent Amount of the aggregate principal amount available in accordance with of the Unused Commitments. Each Syndicated Borrowing under this Section 3.02(c)) and 2.01 shall be made from the several Banks ratably in proportion to their respective Commitments. Any Bank's Money Market Loans shall not reduce such Bank's Commitment, or be included in calculating its Unused Commitment, for purposes of future Borrowings under this Section 2.01. Within the foregoing limits, the Borrowers Borrower may borrow under this Section 2.01, repayrepay or, or to the extent permitted by Section 2.10 prepay2.10, prepay Syndicated Loans and reborrow under this Section 2.01 at any time during before the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingTermination Date.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make the Loans in dollars and/or euros to the Company or any Eligible Borrower pursuant to this Section 2.01 Agreement from time to time during up to and including the Revolving Credit Period; provided ninetieth (90th) day prior to the expiration of the Term in amounts such that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery aggregate principal amount of the applicable Notice of Borrowing) Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery . The aggregate amount of the applicable Notice of Borrowing) at any one time outstanding Loans to all Borrowers be made hereunder shall not exceed the Aggregate Commitmentslesser of (i) the Maximum Loan Amount or (ii) the Availability. Each Subject to the limitations set forth herein, each Borrowing under this Section 2.01 2.1(a) shall be in an aggregate principal amount of the Borrowing Minimum or any larger multiple of the Borrowing Multiple at least Five Hundred Thousand Dollars (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c$500,000)) , and shall be made from the several Banks ratably in proportion to their respective Commitments. Within Subject to the foregoing limitslimitations set forth herein, including Section 2.2, any amounts repaid may be reborrowed. Notwithstanding anything to the contrary, the Borrowers may borrow under number of Base Rate Borrowings shall be limited to three (3) such Borrowings per month and the number of LIBOR Borrowings shall be limited to one (1) such Borrowing per month subject to Section 2.15 and this Section 2.012.1, repayprovided, or to the extent permitted by Section 2.10 prepay, that there shall be no more than five (5) Borrowings of all types of Loans and reborrow outstanding at any time during the Revolving Credit Period under this Section 2.01. Agreement. (b) Notwithstanding anything in the foregoingpreceding subparagraph (a) to the contrary, the Maximum Loan Amount shall in no more than fifteen event exceed (15) Term Benchmark Borrowings and no Bank shall be deemed to have committed to fund its pro rata share of an amount which exceeds) an amount which would result in the violation of any provision of Article IX. (c) The outstanding at any one time, and any Borrowing that would exceed such limitation balance of the Loans shall be made as an ABR Borrowingpayable in full on the Maturity Date.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros loans to the Company or any Eligible Borrower pursuant to this Section 2.01 from time to time during the Revolving Credit Period; provided that that, immediately after each such loan is made: (i) the Outstanding Amount aggregate outstanding principal amount of such Bank's Revolving Loans shall not exceed its Revolving Credit Commitment; and (based in respect ii) the aggregate outstanding principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers Revolving Loans and Money Market Loans shall not exceed the aggregate amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Revolving Credit Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of (x) in the Borrowing Minimum case of a Base Rate Borrowing, $500,000 or any larger multiple thereof or (y) in the case of a Fixed Rate Borrowing, $5,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing under this Section may be in the aggregate amount then available within the limitations in accordance with Section 3.02(c)the foregoing proviso) and shall be made from the several Banks ratably in proportion to their respective Revolving Credit Commitments. Within the foregoing limits, the Borrowers Company may borrow under this Section 2.01Section, repay, or prepay Revolving Loans to the extent permitted by Section 2.10 prepay, Loans this Agreement and reborrow at any time during the Revolving Credit Period under this Section 2.01Section. (b) On the Effective Date, the Company shall deliver to the Administrative Agent a notice specifying a Group of Euro-Dollar Loans (or portion thereof) in the aggregate outstanding principal amount of $100,000,000 to be classified as Term Loans on the Effective Date. Notwithstanding the foregoingIf only a portion of a Group of Euro-Dollar Loans is so specified, no more than fifteen (15) Term Benchmark Borrowings such portion shall be allocated ratably among the Loans comprising such Group. All outstanding at any one time, and any Borrowing that would exceed such limitation Committed Loans (or portions thereof) not so classified as Term Loans shall be made classified as an ABR BorrowingRevolving Credit Loans on the Effective Date. Loans classified as Term Loans pursuant to this subsection may be prepaid to the extent permitted by this Agreement but are not revolving in nature and once repaid may not be reborrowed.

Commitments to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth in this Agreement, (a) to make Committed Loans in dollars and/or euros to the Company Borrower or to any Eligible Qualified Borrower and participate in Letters of Credit issued by any Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Section 2.01 Article from time to time during the Revolving Credit Period; provided term hereof in amounts such that the Outstanding Amount (based in respect aggregate principal amount of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Committed Loans made by such Bank plus such Bank’s Pro Rata Share of Swingline Loans at any one time outstanding to all Borrowers together with such Bank’s Pro Rata Share of the Letter of Credit Usage shall not exceed the amount Dollar Equivalent Amount of its Commitment, and (b) in furtherance and clarification of the Aggregate Outstanding Amount (based foregoing, as to Banks with an Alternate Currency Commitment only, to participate in respect Alternate Currency Letters of Credit issued by any Loan Fronting Bank on behalf of the Borrower or the Qualified Borrowers pursuant to this Article and to make Euro-Dollar Loans to the Borrower or to any Qualified Borrower denominated in euros by reference any Alternate Currency (provided (i) such Alternate Currency is readily available to such Banks and is freely transferable and convertible to Dollars, and (ii) Bloomberg (or any successor thereto) reports a London Interbank Offered Rate for such Alternate Currency relating to the applicable Interest Period), in an aggregate principal Dollar Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding Amount not to all Borrowers shall not exceed the Aggregate Commitmentssuch Bank’s Alternate Currency Commitment. Each Borrowing outstanding under this Section 2.01 2.1 shall be in an aggregate principal amount the Dollar Equivalent Amount of the Borrowing Minimum which is $3,000,000, or any larger an integral multiple of the Borrowing Multiple $100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(c), or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit or to repay the Swingline Lenders the amount of any Swingline Loan) and, other than with respect to Money Market Loans and Swingline Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Within In no event shall (i) the foregoing limitsaggregate Dollar Equivalent Amount of Loans outstanding at any time, plus outstanding Dollar Equivalent Amount of the Letter of Credit Usage, exceed $2,000,000,000 (or, if the Borrower exercises its option to increase the aggregate amount of the Dollar Commitments pursuant to Section 2.1(b), the Borrowers may borrow under this Section 2.01, repayaggregate amount of the Commitments as so increased), or (ii) the aggregate Dollar Equivalent Amount of Loans denominated in an Alternate Currency plus the outstanding aggregate Dollar Equivalent Amount of the Letter of Credit Usage for Alternate Currency Letters of Credit exceed the Alternate Currency Sublimit. Notwithstanding any other provision of this Agreement to the contrary, each Borrowing and Letter of Credit denominated in Dollars shall be deemed to use the Dollar Commitments to the extent permitted by Section 2.10 prepay, Loans and reborrow at any time during the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall Dollar Sublimit would not be outstanding at any one timeexceeded thereby, and to use the Alternate Currency Commitments if such Alternate Currency Commitments are available in the event that the Dollar Commitments would be so exceeded. Subject to the limitations set forth herein, any Borrowing that would exceed such limitation shall amounts repaid may be made as an ABR Borrowingreborrowed.

Commitments to Lend. Each (a) During the Revolving Availability Period, each Dollar Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Revolving Loans in dollars and/or euros Dollars to the Company any Borrower or any Eligible Additional Borrower pursuant to this Section 2.01 2.1(a) from time to time during the Revolving Credit Period; provided in amounts such that the Outstanding Amount (based in respect Dollar Revolving Exposure of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Dollar Revolving Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Committed Revolving Borrowing under this Section 2.01 2.1(a) shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Dollar Revolving Banks ratably in proportion to their respective Available Dollar Revolving Commitments. Within the foregoing limits, the Borrowers any Borrower may borrow under this Section 2.012.1(a), repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Dollar Revolving Loans and reborrow at any time during the Revolving Credit Availability Period under this Section 2.01. Notwithstanding 2.1(a). (b) During the foregoingRevolving Availability Period, no more than fifteen each Multi-Currency Revolving Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Revolving Loans in Dollars, English pounds sterling, euros or other Foreign Currencies (15“Multi-Currency Revolving Loans”) Term Benchmark Borrowings shall be outstanding to any Borrower or any Additional Borrower pursuant to this Section 2.1(b) from time to time in amounts such that (i) the Dollar Equivalent of the aggregate principal amount of Multi-Currency Revolving Loans by such Revolving Bank at any one timetime outstanding shall not exceed the amount of its Multi-Currency Revolving Commitment and (ii) the Multi-Currency Revolving Exposure of such Bank at any one time outstanding shall not exceed the amount of its Multi-Currency Revolving Commitment. All Multi-Currency Revolving Loans denominated in Foreign Currencies shall be Euro-Currency Loans. Each Borrowing under this Section 2.1(b) shall be in an aggregate principal amount of (or, in the case of a Foreign Currency Loan, the Foreign Currency Equivalent of) $10,000,000 or any larger multiple of (or, in the case of a Foreign Currency Loan, the Foreign Currency Equivalent of) $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made from the several Multi-Currency Revolving Banks ratably in proportion to their respective Available Multi-Currency Revolving Commitments. Within the foregoing limits, any Borrowing that would exceed Borrower or any Additional Borrower may borrow under this Section 2.1(b), repay, or to the extent permitted by Section 2.11, prepay Multi-Currency Revolving Loans and reborrow at any time during the Revolving Availability Period under this Section 2.1(b). (c) On the Effective Date, each Term Bank severally agrees, on the terms and conditions set forth in this Agreement, to make an initial Term Loan in Dollars to Allegion plc in a principal amount not exceeding such limitation Bank’s initial Term Commitment. Term Loans shall be made by the Term Banks ratably in proportion to their respective Term Commitments. Any amounts prepaid or repaid in respect of Term Loans may not be reborrowed. (d) Each Loan made pursuant to this Section 2.1 shall be made as an ABR Borrowingpart of a Borrowing consisting of Loans of the same Class and Type.

Commitments to Lend. Each (a) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Loans loans in dollars and/or euros Dollars to the Company Borrowers or any Eligible Additional Borrower pursuant to this Section 2.01 from time to time during in amounts such that the Dollar Equivalent of the Revolving Credit Period; provided that the Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) Exposure by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined on the date of delivery of the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitments. Each Borrowing under this Section 2.01 shall be in an aggregate principal amount of the Borrowing Minimum $10,000,000 or any larger multiple of the Borrowing Multiple $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c3.2(b)) and shall be made from the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers each Borrower or any Additional Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by Section 2.10 prepay2.11, prepay Loans and reborrow at any time during the Revolving Credit Availability Period under this Section. (b) During the Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in English pounds sterling or euros (“Euro Loans”) to the Borrowers or any Additional Borrower pursuant to this Section 2.01. Notwithstanding from time to time in amounts such that (i) the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding Dollar Equivalent of the aggregate principal amount of Committed Loans by such Bank at any one time, time outstanding shall not exceed the amount of its Commitment and (ii) the Dollar Equivalent of the Revolving Exposure by such Bank at any one time outstanding shall not exceed the amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each Borrowing under this Section shall be in an aggregate principal amount of the Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign Currency Equivalent of $1,000,000 (except that would exceed any such limitation Borrowing may be in the aggregate amount available in accordance with Section 3.2(b)) and shall be made as an ABR Borrowingfrom the several Banks ratably in proportion to their respective Available Commitments. Within the foregoing limits, the Borrowers or any Additional Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Loans and reborrow at any time during the Availability Period under this Section. It is expressly understood and agreed among the parties hereto that any and all Euro Loan Borrowings made pursuant to Section 2.1(b) hereof shall constitute utilizations of the Banks’ Commitments hereunder and shall reduce the Available Commitment of the Banks accordingly.

Commitments to Lend. Each Bank Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans in dollars and/or euros to the Company or any Eligible Borrower on the Effective Date and on the Second Funding Date pursuant to this Section 2.01 from time subsection in an amount not to time during exceed in the Revolving Credit Period; provided that the Outstanding Amount (based aggregate such Lender’s Commitment in respect of any Loan denominated in euros by reference to the Equivalent thereof in dollars determined effect on the date of delivery of such Borrowing. Each Additional Lender severally agrees, on the applicable Notice of Borrowing) by such Bank at any one time outstanding terms and conditions set forth in this Agreement, to all Borrowers shall not exceed the amount of its Commitment, and the Aggregate Outstanding Amount (based in respect of any Loan denominated in euros by reference make Loans to the Equivalent thereof in dollars determined Borrower on the date of delivery of Amendment Effective Date pursuant to this subsection in an amount not to exceed in the applicable Notice of Borrowing) at any one time outstanding to all Borrowers shall not exceed the Aggregate Commitmentsaggregate such Lender’s Commitment. Each Borrowing under this Section 2.01 shall be in an aggregate principal of the Borrowing Minimum or any larger multiple of the Borrowing Multiple (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)) and shall be made from the several Banks Lenders ratably in proportion to their respective CommitmentsCommitments in effect on the date of such Borrowing. Within the foregoing limits, the Borrowers may borrow Amounts borrowed under this Section 2.01, repay, ‎Section 2.01 and repaid or prepaid may not be reborrowed. Each Lender’s Commitment shall be permanently reduced by the amount of the Loans funded by such Lender on the date of such Borrowing. Each Lender’s (other than any Additional Lender’s) Commitment shall terminate immediately and without further action upon the earliest of (x) the Effective Date after giving effect to the funding of such Lender’s Loans on such date (and solely to the extent permitted by Section 2.10 prepaythe entire aggregate principal amount of such Lender’s Commitment is funded on such date), (y) the Second Funding Date after giving effect to the funding of such Lender’s Loans on such date and reborrow at any time during (z) the Revolving Credit Period under this Section 2.01. Notwithstanding the foregoing, no more than fifteen (15) Term Benchmark Borrowings shall be outstanding at any one time, and any Borrowing that would exceed such limitation shall be made as an ABR BorrowingCommitment Termination Date.